F-4/A

F-4/A 1 d452943df4a.htm F-4/A F-4/A

As filed with the Securities and Exchange Commission on September 20, 2023

Registration Nos. 333-274058 and 333-274058-01

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

Amendment No. 1

FORM F-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933


BROOKFIELD CORPORATION		BROOKFIELD REINSURANCE LTD.
(Exact name of Registrant as specified in its charter)		(Exact name of Registrant as specified in its charter)

Not Applicable (Translation of Registrant’s name into English)		Not Applicable (Translation of Registrant’s name into English)

Ontario, Canada (State or other jurisdiction of incorporation or organization)		Bermuda (State or other jurisdiction of incorporation or organization)

6512 (Primary Standard Industrial Classification Code Numbers)		6399 (Primary Standard Industrial Classification Code Numbers)

Not Applicable (IRS Employer Identification Numbers)		Not Applicable (IRS Employer Identification Numbers)

Swati Mandava Brookfield Corporation Brookfield Place 181 Bay Street, Suite 100 Toronto, Ontario, Canada M5J 2T3 Telephone: (416) 363-9491		Anna Knapman-Scott Ideation House, First Floor 94 Pitts Bay Road, Pembroke, Bermuda HM08 Telephone: (416) 956-5141
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)		(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Brookfield Asset Management LLC

Brookfield Place

250 Vesey Street, 15th Floor

New York, New York 10281-1023

(212) 417-7000

(Name, address, including zip code, and telephone number, including area code, of agent for service of the Registrants)

Copies to:

Mile T. Kurta

Torys LLP

1114 Avenue of the Americas, 23rd Floor

New York, New York 10036

(212) 880-6000

Karrin Powys-Lybbe

Torys LLP

79 Wellington Street West

30th Floor

Toronto, Ontario, Canada M5K 1N2

(416) 865-0400

Approximate date of commencement of proposed sale to the public: as soon as practicable after the effective date of this registration statement.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☒

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

Indicate by check mark whether the registrants are emerging growth companies as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP (as defined below), indicate by check mark if the registrants have elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

†	The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

The Registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information contained in this document may be changed. A registration statement relating to these securities has been filed with the U.S. Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This document is not an offer to sell these securities, and no person is soliciting an offer to buy these securities, nor shall there be any sale of these securities, in any jurisdiction where such offer, solicitation or sale is not permitted or would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

This document is important and requires your immediate attention. If you are in doubt as to any aspect of the document, you should consult your investment dealer, broker, lawyer or other professional adviser. The Offer has not been approved by any securities regulatory authority nor has any securities regulatory authority passed upon the fairness or merits of the Offer, upon the securities offered pursuant to the Offer or upon the adequacy of the information contained in this document. Any representation to the contrary is a criminal offence.

PRELIMINARY AND SUBJECT TO CHANGE, DATED SEPTEMBER 20, 2023

September 20, 2023

BROOKFIELD REINSURANCE LTD.

LOGO

OFFER TO EXCHANGE

up to 40,000,000 of issued and outstanding Class A Limited Voting Shares of

BROOKFIELD CORPORATION

for up to 40,000,000 of class A-1 exchangeable non-voting shares of Brookfield Reinsurance Ltd.

THE OFFER WILL BE OPEN FOR ACCEPTANCE UNTIL 5:00 P.M. (EASTERN TIME) ON ●, 2023 UNLESS THE OFFER IS EXTENDED (the “Expiration Time”) OR WITHDRAWN.

Brookfield Reinsurance Ltd. (“Brookfield Reinsurance”, “company”, “we”, “our” or “us”) hereby offers (the “Offer”) to exchange, upon the terms and subject to the conditions described herein, up to 40,000,000 Class A Limited Voting Shares of Brookfield Corporation (“Brookfield Class A Shares”, and each, a “Brookfield Class A Share”), including the Brookfield Class A Shares that may become issued and outstanding after the date of the Offer and prior to the Expiration Time upon the exercise of options or any other rights to acquire the Brookfield Class A Shares (such options or rights, the “Other Securities”) for newly-issued class A-1 exchangeable non-voting shares of Brookfield Reinsurance (“class A-1 exchangeable shares”, and each, a “class A-1 exchangeable share”). Under U.S. securities laws, Brookfield Corporation may also be deemed an offeror with respect to the Offer.

Under the Offer, each holder of Brookfield Class A Shares (each, a “Brookfield Shareholder”, and collectively, “Brookfield Shareholders”) who has properly tendered Brookfield Class A Shares, and who has not properly withdrawn such Brookfield Class A Shares, will receive one class A-1 exchangeable share for each Brookfield Class A Share tendered, on the terms and subject to the conditions of the Offer, including the provisions relating to pro-ration described in this document.

The class A-1 exchangeable shares will be: (i) exchangeable into Brookfield Class A Shares; and (ii) convertible into class A exchangeable limited voting shares of Brookfield Reinsurance (“class A exchangeable shares”, and together with the class A-1 exchangeable shares, the “exchangeable shares”), in each case on a one-for-one basis and on the terms described in this document. Each class A exchangeable share of our company is also exchangeable with Brookfield Corporation for one Brookfield Class A Share (subject to adjustment to reflect certain capital events) or its cash equivalent (the form of payment to be determined at the election of Brookfield Corporation), subject to certain limitations. See Section 1 of the Circular (as defined herein), “Information with respect to Brookfield Reinsurance”.

The Offer is subject to a number of conditions, including the Listing Condition (as defined herein). Brookfield Reinsurance, subject to applicable law, including Rule 14e-1(c) under the United States Securities Exchange Act of 1934 (the “Exchange Act”), reserves the right to terminate the Offer and not take up and exchange any Brookfield Class A Shares tendered in the Offer if the conditions to the Offer are not satisfied or, where permitted, waived. See Section 8 of the Offer to Exchange (as defined herein), “Conditions to the Offer”.

Brookfield Reinsurance operates a leading capital solutions business providing insurance and reinsurance services to individuals and institutions. The purpose of the Offer is to increase the equity base and market capitalization of Brookfield Reinsurance to reflect the size and diversity of its operations, which have increased significantly since its formation as a result of organic and inorganic growth. We also believe that an increased equity base and market capitalization will provide a more liquid market for the exchangeable shares, which in turn will position Brookfield Reinsurance for future growth.

We refer to Brookfield Reinsurance as a “paired entity” to Brookfield Corporation because (i) the exchangeable shares (A) are exchangeable into Brookfield Class A Shares on a one-for-one basis and (B) receive distributions at the same time and in the same amounts as dividends on the Brookfield Class A Shares, and (ii) Brookfield Corporation owns 100% of the class C shares (as defined herein). These features enable the Offer to be structured so that the equity base and market capitalization of Brookfield Reinsurance can be enhanced without any dilution to Brookfield Shareholders. However, while the exchangeable shares provide Brookfield Shareholders the opportunity to hold their interest in overall Brookfield through the ownership of exchangeable shares, Brookfield Corporation and Brookfield Reinsurance are distinct legal entities and there are differences between the rights and privileges of holders of Brookfield Class A Shares and holders of our exchangeable shares. These differences may result in certain investors preferring to hold our exchangeable shares because Canadian and U.S. investors will have the opportunity to receive returns of capital instead of taxable dividends and non-Canadian investors will have the ability to receive distributions without the imposition of withholding tax. For a discussion of such differences under the governing documents of our company and Brookfield Corporation and laws of their respective jurisdictions of formation see Section 20 of the Circular, “Comparison of Shareholder Rights”. See also Section 14 of the Circular “Certain Material Canadian Federal Income Tax Considerations” and Section 15 of the Circular “Certain Material United States Federal Income Tax Considerations”.

The Offer also provides Brookfield Shareholders with an alternative, efficient means through which to hold an interest in overall Brookfield. While each class A-1 exchangeable share is exchangeable for a Brookfield Class A Share on a one-for-one basis, Brookfield Class A Shares are not by their terms exchangeable for class A-1 exchangeable shares. As described above, the Offer therefore provides an important opportunity for holders of Brookfield Class A Shares that would prefer to hold more of their interest in overall Brookfield through the ownership of exchangeable shares of Brookfield Reinsurance, which represents an alternative security through which to hold an interest in Brookfield Corporation. Following the completion of the Offer, it is expected that the Brookfield Class A Shares tendered in the Offer will either be returned to Brookfield Corporation for cancellation or, subject to applicable law and regulatory requirements, retained by Brookfield Reinsurance. The class A-1 exchangeable shares being offered are non-voting in order to address, among other things, certain insurance regulations applicable to Brookfield Reinsurance, which generally prohibit any person from owning more than 10% of the voting shares of our company without having received the requisite regulatory approvals.

Following the Offer, investors who desire to do so will have the right to convert their class A-1 exchangeable shares into class A exchangeable shares on a one-for-one basis, subject to the conditions described in more detail in this document. See Section 1 of the Circular, “Information with respect to Brookfield Reinsurance — Description of Our Share Capital”, Section 5 of the Circular, “Purpose of and Background to the Offer” and Section 10 of the Offer, “Taking Up and Exchange of Tendered Brookfield Class A Shares”.

At its annual general and special meeting of shareholders held on August 17, 2023 (the “Brookfield Reinsurance Meeting”), Brookfield Reinsurance received shareholder approval to issue up to a maximum of 101,899,808 exchangeable shares, during the twelve-month period from the date of the Brookfield Reinsurance Meeting, in connection with one or more exchange transactions whereby Brookfield Shareholders would have the option to exchange their Brookfield Class A Shares for newly-issued class A exchangeable shares and/or class A-1 exchangeable shares of Brookfield Reinsurance on a one-for-one basis (the “Share Issuance”).

The Brookfield Class A Shares are listed on the New York Stock Exchange (the “NYSE”) and the Toronto Stock Exchange (the “TSX”) under the symbol “BN”. On September 13, 2023, the closing price of the Brookfield Class A Shares on the NYSE and the TSX was $35.21 and C$47.73, respectively. The class A exchangeable shares are listed on the NYSE and the TSX under the symbol “BNRE”. On September 13, 2023, the closing price of the class A exchangeable shares on the NYSE and the TSX was $35.30 and C$47.82, respectively.

There is currently no public market for our class A-1 exchangeable shares. We intend to apply to list our class A-1 exchangeable shares on the NYSE under the symbol “BNRE.A”. We expect that trading of our class A-1 exchangeable shares will commence on ●, 2023. The listing of our class A-1 exchangeable shares on the NYSE is subject to our company fulfilling all of the requirements of the NYSE. The NYSE has not authorized our listing application and there is no assurance that the NYSE will authorize the listing application. The TSX has conditionally approved the listing of our class A-1 exchangeable shares on the TSX under the symbol “BNRE.A”. The listing of our class A-1 exchangeable shares on the TSX is subject to our company fulfilling all of the requirements of the TSX on or before October 31, 2023. The Offer is subject to a number of conditions, including the Listing Condition. Brookfield Reinsurance may not waive the Listing Condition.

As of September 13, 2023, there were 10,450,952 class A exchangeable shares and 1,638,163,723 Brookfield Class A Shares issued and outstanding. The maximum of 40,000,000 Brookfield Class A Shares that Brookfield Reinsurance is offering to exchange pursuant to the Offer represents 2.44% of the total number of 1,638,163,723 Brookfield Class A Shares issued and outstanding as of September 13, 2023. Assuming the Offer is fully subscribed and assuming that the Brookfield Class A Shares tendered for exchange will be returned by Brookfield Reinsurance to Brookfield Corporation, and subsequently cancelled by Brookfield Corporation, after giving effect to the Offer, there will be 10,450,952 class A exchangeable shares, 40,000,000 class A-1 exchangeable shares and 1,598,163,723 Brookfield Class A Shares issued and outstanding. See Section 3 of the Offer to Exchange, “Number of Brookfield Class A Shares and Pro-Ration of Tenders”.

The securities offered in the Offer involve certain risks. For a discussion of risk factors that you should consider in evaluating the Offer, see the section entitled “Risk Factors” beginning on page 23.

Neither the SEC nor any state securities commission has approved or disapproved of the transaction or the securities to be delivered in connection with the Offer, passed upon the merits or fairness of transaction, or passed upon the adequacy or accuracy of the disclosure in the document. Any representation to the contrary is a criminal offense.

Shareholders should carefully consider the income tax consequences of the Offer. See the sections entitled “Certain Material Canadian Federal Income Tax Considerations” beginning on page 88 and “Certain Material United States Federal Income Tax Considerations” beginning on page 72.

iii

CURRENCY OF INFORMATION AND MEANING OF CERTAIN REFERENCES

Unless otherwise indicated, information in this document is given as of September 20, 2023.

Unless the context requires otherwise, the terms “we”, “us”, “our”, “Brookfield Reinsurance” or the “company” means Brookfield Reinsurance Ltd. together with all of its subsidiaries and the term “Brookfield” means Brookfield Corporation (formerly Brookfield Asset Management Inc.), its subsidiaries and controlled companies, including, unless the context otherwise requires, BAM (as defined herein), and any investment fund sponsored, managed or controlled by Brookfield Corporation or its subsidiaries, and does not, for greater certainty, include us or Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC and its subsidiaries.

HISTORICAL PERFORMANCE AND MARKET DATA

This document contains information relating to our business as well as historical performance and market data. When considering this data, you should bear in mind that historical results and market data may not be indicative of the future results that you should expect from us or Brookfield.

FINANCIAL INFORMATION

The financial information contained in this document is presented in United States dollars. In this document, all references to “$” are to United States dollars and references to “C$” are to Canadian dollars.

The financial statements of Brookfield Reinsurance incorporated by reference herein have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”).

The financial statements of Brookfield Corporation incorporated by reference herein have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”) as permitted by securities regulators in Canada, as well as in the United States under the status of a “foreign private issuer” under the Exchange Act.

MARKET DATA AND INDUSTRY DATA

Market and industry data presented throughout, or incorporated by reference in, this document was obtained from third party sources, industry publications and publicly available information, as well as industry and other data prepared by us and Brookfield on the basis of our collective knowledge of the Canadian, U.S. and international markets and economies (including estimates and assumptions relating to these markets and economies based on that knowledge). We believe that the market and economic data is accurate and that the estimates and assumptions are reasonable, but there can be no assurance as to the accuracy or completeness thereof. The accuracy and completeness of the market and economic data used throughout this document, or incorporated by reference herein, are not guaranteed and we do not make any representation as to the accuracy of such information. Although we believe it to be reliable, we have not independently verified any of the data from third party sources referred to or incorporated by reference in this document, analyzed or verified the underlying studies or surveys relied upon or referred to by such sources, or ascertained the underlying economic and other assumptions relied upon by such sources.

FORWARD LOOKING STATEMENTS

In addition to historical information, this document contains “forward-looking information” and “forward looking statements” within the meaning of applicable securities laws, including those described under the heading “Risk Factors” in this document and under the headings “Risk Relating to Our Operating Subsidiaries and Industry” and “Risks Relating to Regulation” in Brookfield Reinsurance’s U.S. GAAP Financial Statements and MD&A (as defined herein), under the heading “Risk Factors” in Brookfield Reinsurance’s Annual Report (as defined herein) and under the heading “Business Environment and Risks” in Brookfield Corporation’s Annual Report (as defined herein), each incorporated by reference herein. Forward-looking information may relate to Brookfield Reinsurance’s and Brookfield’s outlook and anticipated events or results and may include information regarding the financial position, business strategy, growth strategy, budgets, operations, financial results, taxes, dividends, distributions, plans and objectives of the company. Particularly, information regarding future results, performance, achievements, prospects or opportunities of Brookfield Reinsurance, Brookfield Corporation or the Canadian, U.S. or international markets is forward-looking information. In some cases, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects” or “does not expect”, “is expected”, “an opportunity exists”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate” or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might”, “will” or “will be taken”, “occur” or “be achieved”. Forward-looking information contained in this document includes, but is not limited to, the expected timetable for the Offer; statements relating to the results, effects and timing of the Offer; statements relating to the AEL Acquisition (as defined herein), including the expected timing of closing of the AEL Acquisition; the expected timing of the dividend or distribution on the class C shares or the Preferred Shares (as defined herein), or other similar transaction, by Brookfield Reinsurance to Brookfield Corporation; the tax treatment of Brookfield Shareholders; the anticipated effects of the Offer; and expected benefits of tendering to the Offer, both to Brookfield Reinsurance and to Brookfield Shareholders.

The forward-looking statements are based on our beliefs, assumptions and expectations of future performance, taking into account all information currently available to us. These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to us or within our control. If a change occurs, our business, financial condition, liquidity and results of operations may vary materially from those expressed in our forward-looking statements.

Brookfield Reinsurance cautions that the foregoing list of important factors that may affect future results is not exhaustive. The forward-looking statements represent our views as of the date of this document and should not be relied upon as representing our views as of any date subsequent to the date of this document. While we anticipate that subsequent events and developments may cause our views to change, we disclaim any obligation to update the forward-looking statements, other than as required by applicable law.

For further information, see also the section entitled “Risk Factors” beginning on page 21 and the sections entitled “Risk Relating to Our Operating Subsidiaries and Industry” and “Risks Relating to Regulation” in Brookfield Reinsurance’s U.S. GAAP Financial Statements and MD&A, the section entitled “Risk Factors” in Brookfield Reinsurance’s Annual Report and the section entitled “Business Environment and Risks” in Brookfield Corporation’s Annual Report, each of which is incorporated by reference in this document, for a discussion of the risk factors applicable to Brookfield Reinsurance’s business and an investment in our exchangeable shares and the risk factors applicable to Brookfield Corporation’s business and an investment in Brookfield Class A Shares. Copies of our and Brookfield Corporation’s continuous disclosure filings are available electronically on EDGAR on the SEC’s website at www.sec.gov or on SEDAR+ at www.sedarplus.ca. Readers are cautioned not to put undue reliance on forward-looking statements. Brookfield Reinsurance and Brookfield Corporation disclaim any intent or obligation to update these forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable law.

NOTICE TO BROOKFIELD SHAREHOLDERS IN THE UNITED STATES

In connection with the Offer, Brookfield Reinsurance and Brookfield Corporation have filed with the SEC a registration statement on Form F-4. This document, which forms a part of the Form F-4, constitutes a prospectus and offer to exchange with respect to the Offer. BROOKFIELD SHAREHOLDERS ARE URGED TO READ SUCH REGISTRATION STATEMENT, AS AMENDED, AND THIS DOCUMENT AND ANY AND ALL OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE OFFER, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO ANY SUCH DOCUMENTS, AS EACH BECOMES AVAILABLE, BECAUSE EACH CONTAINS OR WILL CONTAIN IMPORTANT INFORMATION ABOUT BROOKFIELD REINSURANCE, BROOKFIELD CORPORATION AND THE OFFER. The financial statements of Brookfield Corporation incorporated by reference herein have been prepared in accordance with IFRS, and thus may not be comparable to financial statements of U.S. companies.

Brookfield Shareholders in the United States should be aware that the disposition of their Brookfield Class A Shares and the acquisition of class A-1 exchangeable shares by them as described in this document may have tax consequences both in the United States and in Canada. Brookfield Shareholders should be aware that owning class A-1 exchangeable shares may subject them to tax consequences both in the United States and in Canada. Such consequences for Brookfield Shareholders who are resident in, or citizens of, the United States may not be described fully in this document. Brookfield Shareholders are encouraged to consult their tax advisers. See Section 14 of the Circular, “Certain Material United States Federal Income Tax Considerations” and Section 15 of the Circular, “Certain Material Canadian Federal Income Tax Considerations”.

The enforcement by Brookfield Shareholders of civil liabilities under U.S. federal securities laws may be affected adversely by the fact that each of Brookfield Reinsurance and Brookfield Corporation is formed under the laws of a non-U.S. jurisdiction, that some of their respective officers and directors may reside outside of the United States, that some or all of the experts named in this document may reside outside of the United States and that a substantial portion of the assets of Brookfield Reinsurance and Brookfield Corporation and such persons may be located outside the United States. Shareholders in the United States may not be able to sue Brookfield Reinsurance and Brookfield Corporation or their respective officers or directors in a non-U.S. court for violation of United States federal securities laws. It may be difficult to compel such parties to subject themselves to the jurisdiction of a court in the United States or to enforce a judgment obtained from a court of the United States.

The Offer is not subject to Section 14(d) of the Exchange Act, or Regulation 14D promulgated by the SEC thereunder. However, under U.S. securities laws, Brookfield Corporation may be deemed an offeror with respect to the Offer and therefore Brookfield Corporation has filed with the SEC an Issuer Tender Offer Statement on Schedule TO (the “Schedule TO”), which contains additional information with respect to the Offer. The Schedule TO, including the exhibits and any amendments and supplements to that document, may be examined, and copies may be obtained, at the same places and in the same manner set forth under Section 1 of the Circular, “Information with respect to Brookfield Reinsurance.” The Schedule TO will be amended to report any material changes in the terms of the Offer and to report the final results of the Offer as required by Rules 13e-4(c)(3) and 13e-4(c)(4) under the Exchange Act.

Brookfield Reinsurance, Brookfield Corporation or their respective affiliates and any adviser, broker or other person acting as the agent for, or on behalf of, or in concert with such persons, directly or indirectly, may bid for, make purchases of or make arrangements to purchase Brookfield Class A Shares outside the Offer pursuant to open market transactions at prevailing prices. Such bids, purchases or arrangements to purchase may be made during the period of the Offer or after expiration of the Offer.

TABLE OF CONTENTS


		Page
CURRENCY OF INFORMATION AND MEANING OF CERTAIN REFERENCES			iv

HISTORICAL PERFORMANCE AND MARKET DATA			iv

FINANCIAL INFORMATION			iv

MARKET DATA AND INDUSTRY DATA			iv

FORWARD LOOKING STATEMENTS			v

NOTICE TO BROOKFIELD SHAREHOLDERS IN THE UNITED STATES			vi

QUESTIONS AND ANSWERS ABOUT THE OFFER			1

SUMMARY			12

RISK FACTORS			23

OFFER TO EXCHANGE			33

	1. The Offer		33
	2. Dissent/Appraisal Rights		35
	3. Number of Brookfield Class A Shares and Pro-Ration of Tenders		35
	4. Announcement of the Results of the Offer		36
	5. Procedure for Tendering Brookfield Class A Shares		36
	6. Return of Tendered Brookfield Class A Shares		40
	7. Withdrawal Rights		40
	8. Conditions to the Offer		42
	9. Extension of the Expiration Time, Variation or Change of the Offer		45
	10. Taking Up and Exchange of Tendered Brookfield Class A Shares		46
	11. Mail Service Interruption		47
	12. Liens and Distributions		47
	13. Notices and Delivery		48
	14. Treatment of Brookfield Class A Shares Not Deposited Under the Offer		48
	15. Other Terms of the Offer		48

CIRCULAR			50

	1. Information with respect to Brookfield Reinsurance		50
	2. Information with respect to the Brookfield Reinsurance Meeting		59
	3. Information with respect to Brookfield Corporation		59
	4. Source of Offered Consideration		62
	5. Purpose of and Background to the Offer		62
	6. Brookfield Corporation’s Distribution Policy		65
	7. Previous Purchases and Sales		66
	8. Interest of Directors and Executive Officers; Transactions and Arrangements Concerning Ownership of Securities of Brookfield Corporation		67
	9. Acceptance of Offer and Arrangements with Brookfield Shareholders		73
	10. Benefits from the Offer		74
	11. Other Material Facts		74
	12. Bona Fide Offers		74
	13. Accounting Treatment of the Offer		74
	14. Certain Material United States Federal Income Tax Considerations		74
	15. Certain Material Canadian Federal Income Tax Considerations		91
	16. Legal and Regulatory Matters		102

vii

TABLE OF CONTENTS

(continued)


		Page
	17. Fees and Expenses		103
	18. Interests of Experts		103
	19. Additional Information / Documents Incorporated by Reference		105
	20. Comparison of Shareholder Rights		109
	21. Depositary		120
	22. Promoter		120
	23. Statutory Rights of Withdrawal and Rescission		120
	24. Service of Process and Enforceability of Civil Liabilities		120
	25. Canadian Securities Law Exemptions		121

GLOSSARY			122

viii

QUESTIONS AND ANSWERS ABOUT THE OFFER

This summary term sheet is solely for the convenience of Brookfield Shareholders and is qualified in its entirety by references to the full text and more specific details of the Offer described elsewhere in this document. We urge you to read this entire document, the related Letter of Transmittal and Notice of Guaranteed Delivery carefully and in their entirety as they contain a complete discussion of the Offer. Brookfield Shareholders are also urged to discuss their decisions with their financial, tax and legal advisers.


Who is offering to exchange my Brookfield Class A Shares?		Brookfield Reinsurance is offering to exchange one class A-1 exchangeable share for each Brookfield Class A Share tendered in the Offer, subject to pro-ration in the event that the total number of Brookfield Class A Shares tendered exceeds the maximum number of class A-1 exchangeable shares offered. Under U.S. securities laws, Brookfield Corporation may also be deemed an offeror with respect to the Offer. See Section 1 of the Offer to Exchange, “The Offer”.

Why is Brookfield Reinsurance making the Offer?		Brookfield Reinsurance operates a leading capital solutions business providing insurance and reinsurance services to individuals and institutions. The purpose of the Offer is to increase the equity base and market capitalization of Brookfield Reinsurance to reflect the size and diversity of its operations, which have increased significantly since its formation as a result of organic and inorganic growth. We also believe that an increased equity base and market capitalization will provide a more liquid market for the exchangeable shares, which in turn will position Brookfield Reinsurance for future growth. We refer to Brookfield Reinsurance as a “paired entity” to Brookfield Corporation because (i) the exchangeable shares (A) are exchangeable into Brookfield Class A Shares on a one-for-one basis and (B) receive distributions at the same time and in the same amounts as dividends on the Brookfield Class A Shares, and (ii) Brookfield Corporation owns 100% of the class C shares. These features enable the Offer to be structured so that the equity base and market capitalization of Brookfield Reinsurance can be enhanced without any dilution to Brookfield Shareholders. However, while the exchangeable shares provide Brookfield Shareholders the opportunity to hold their interest in overall Brookfield through the ownership of exchangeable shares, Brookfield Corporation and Brookfield Reinsurance are distinct legal entities and there are differences between the rights and privileges of holders of Brookfield Class A Shares and holders of our exchangeable shares. These differences may result in certain investors preferring to hold our exchangeable shares because Canadian and U.S. investors will have the opportunity to receive returns of capital instead of taxable dividends and non-Canadian investors will have the ability to receive distributions without the imposition of withholding tax. For a discussion of such differences under the governing documents of our company and Brookfield Corporation and laws of their respective jurisdictions of formation see Section 20 of the Circular, “Comparison of Shareholder Rights”. See also Section 14 of the Circular “Certain Material Canadian Federal Income Tax Considerations” and Section 15 of the Circular “Certain Material United States Federal Income Tax Considerations”. The Offer also provides Brookfield Shareholders with an alternative, efficient means through which to hold an interest in overall Brookfield. While each class A-1 exchangeable share is exchangeable for a


		Brookfield Class A Share on a one-for-one basis, Brookfield Class A Shares are not by their terms exchangeable for class A-1 exchangeable shares. As described above, the Offer therefore provides an important opportunity for holders of Brookfield Class A Shares that would prefer to hold more of their interest in overall Brookfield through the ownership of exchangeable shares of Brookfield Reinsurance, which represents an alternative security through which to hold an interest in Brookfield Corporation. The class A-1 exchangeable shares being offered are non-voting in order to address, among other things, certain insurance regulations applicable to Brookfield Reinsurance, which generally prohibit any person from owning more than 10% of the voting shares of our company without having received the requisite regulatory approvals. Following the Offer, investors who desire to do so will have the right to convert their class A-1 exchangeable shares into class A exchangeable shares on a one-for-one basis, provided that no holder will be permitted to convert their class A-1 exchangeable shares, and our company will not effect any conversions of class A-1 exchangeable shares, into class A exchangeable shares unless the requesting holder has provided evidence satisfactory to the company that such holder or its affiliate either (i) will not, after giving effect to the conversion, have control or direction over more than 9.9% of the outstanding class A exchangeable shares or (ii) has received all necessary regulatory approval to obtain more than 9.9% of the class A exchangeable shares, as determined by our company acting reasonably. See Section 1 of the Circular, “Information with respect to Brookfield Reinsurance — Description of Our Share Capital” and Section 5 of the Circular, “Purpose of and Background to the Offer”.

		In the event that there is sufficient interest in the Offer from Brookfield Shareholders, our company may from time to time provide Brookfield Shareholders with other opportunities to increase their ownership of our exchangeable shares by way of further exchange offers, or private reverse exchange transactions or other similar transactions.

Who are Brookfield Reinsurance’s significant shareholders?		Brookfield Corporation owns all of the issued and outstanding class C shares, which are non-voting and entitle Brookfield Corporation to the residual value in our company after payment in full of the amount due to holders of exchangeable shares and class B shares and subject to the prior rights of holders of our Preferred Shares. This residual economic interest, together with the mechanisms to create economic equivalence between the class A exchangeable shares and Brookfield Class A Shares, creates alignment between the interests of Brookfield Corporation, our company and the holders of our exchangeable shares. All of our class B shares are held in a voting trust, which we refer to as the BNRE Partnership. The class B shares entitle the BNRE Partnership to elect one-half of our board. The beneficial interests in the BNRE Partnership, and the voting interests in its trustee, are held as follows: (i) Bruce Flatt (48%), (ii) Brian W. Kingston (19%), and (iii) Sachin G. Shah, Anuj Ranjan, Connor Teskey, Cyrus Madon and Sam J. B. Pollock (33% in equal parts). As such, no single individual or entity controls the BNRE Partnership. See Section 8 of the Circular, “Interest of Directors and Executive Officers; Transactions and Arrangements Concerning Ownership of Securities of Brookfield Corporation”.



How will owning a class A-1 exchangeable share be different from owning a Brookfield Class A Share?		The class A-1 exchangeable shares are non-voting in order to address, among other things, certain insurance regulatory restrictions on ownership or control of our company but are otherwise intended to be economically equivalent in all respects to our class A exchangeable shares and the Brookfield Class A Shares. Each class A-1 exchangeable share will be: (a) exchangeable for one Brookfield Class A Share (subject to adjustment to reflect certain capital events) or its cash equivalent (the form and payment to be determined at the election of Brookfield Corporation); and (b) convertible into one class A exchangeable share. No holder will be permitted to convert their class A-1 exchangeable shares into class A exchangeable shares unless the requesting holder has provided evidence satisfactory to our company that such holder, or its affiliate, either (i) will not, after giving effect to the conversion, have control or direction over more than 9.9% of the outstanding class A exchangeable shares or (ii) has received all necessary regulatory approval to obtain more than 9.9% of the class A exchangeable shares, as determined by our company acting reasonably. Each class A exchangeable share is exchangeable for one Brookfield Class A Share (subject to adjustment to reflect certain capital events) or its cash equivalent (the form and payment to be determined at the election of Brookfield Corporation). See Section 1 of the Circular (as defined herein), “Information with respect to Brookfield Reinsurance”. Brookfield Shareholders exchanging their Brookfield Class A Shares for class A-1 exchangeable shares pursuant to the Offer will have different rights once they become shareholders of Brookfield Reinsurance. These material differences are described in Section 20 of the Circular, “Comparison of Shareholder Rights”.

Are there any conditions to the Offer?		Yes. The Offer is subject to a number of conditions, including the Listing Condition. Brookfield Reinsurance, subject to applicable law, including Rule 14e-1(c) under the Exchange Act, reserves the right to terminate the Offer and not take up and exchange any Brookfield Class A Shares tendered in the Offer if the conditions to the Offer are not satisfied or, where permitted, waived. Brookfield Reinsurance may not waive the Listing Condition. See Section 8 of the Offer to Exchange, “Conditions to the Offer”.

Where will I be able to trade the class A-1 exchangeable shares?		There is currently no public market for our class A-1 exchangeable shares. We intend to apply to list our class A-1 exchangeable shares on the NYSE under the symbol “BNRE.A”. The listing of our class A-1 exchangeable shares on the NYSE is subject to our company fulfilling all of the requirements of the NYSE. The NYSE has not authorized our listing application and there is no assurance that the NYSE will authorize the listing application. The TSX has conditionally approved the listing of our class A-1 exchangeable shares on the TSX under the symbol “BNRE.A”. Listing is subject to our company fulfilling all of the requirements of the TSX on or before October 31, 2023. The Offer is subject to a number of conditions, including the Listing Condition. Brookfield Reinsurance may not waive the Listing Condition. We expect that trading of our class A-1 exchangeable shares will commence on ●, 2023.



How many class A-1 exchangeable shares will Brookfield Shareholders be entitled to receive per Brookfield Class A Share tendered?		Brookfield Shareholders will be entitled to receive one class A-1 exchangeable share for each Brookfield Class A Share tendered, upon the terms and subject to the conditions of the Offer, provided that the number of class A-1 exchangeable shares exchanged pursuant to the Offer will be pro-rated in the event that the total number of Brookfield Class A Shares tendered exceeds 40,000,000.

How many Brookfield Class A Shares will Brookfield Reinsurance exchange in the Offer?		Brookfield Reinsurance is offering to exchange up to 40,000,000 Brookfield Class A Shares, which represents approximately 2.44% of Brookfield Class A Shares. Since we will not know the number of Brookfield Class A Shares tendered in the Offer until after the Expiration Time (as defined herein), we will not determine the exact number of Brookfield Class A Shares that we will exchange until after the Expiration Time. See Section 3 of the Offer to Exchange, “Number of Brookfield Class A Shares and Pro-Ration of Tenders”.

What will happen if more than 40,000,000 Brookfield Class A Shares are tendered in the Offer?		If the number of Brookfield Class A Shares properly tendered and not properly withdrawn pursuant to the Offer exceeds 40,000,000 Brookfield Class A Shares, then we will exchange the Brookfield Class A Shares on a pro rata basis according to the total number of Brookfield Class A Shares tendered by Brookfield Shareholders (with adjustments to avoid the exchange of fractional Brookfield Class A Shares). See Section 3 of the Offer to Exchange, “Number of Brookfield Class A Shares and Pro-Ration of Tenders”.


What will happen to the Brookfield Class A Shares that are exchanged in the Offer?		Following the completion of the Offer, it is expected that the Brookfield Class A Shares tendered in the Offer will either be returned to Brookfield Corporation for cancellation or, subject to applicable law and regulatory requirements, retained by Brookfield Reinsurance. In either case, given that, for the reasons discussed above, we refer to Brookfield Reinsurance as a “paired entity” to Brookfield Corporation, the Offer is not dilutive to Brookfield Reinsurance or Brookfield Corporation. See Section 10 of the Offer, “Taking Up and Exchange of Tendered Brookfield Class A Shares”.

Will I receive distributions as a shareholder of Brookfield Reinsurance?		Yes. The Brookfield Reinsurance Board of Directors may declare distributions, at its discretion, in the form of a dividend or a distribution made pursuant to a capital reduction resulting in a dividend or a combination, each of which we refer to as a distribution. Distributions on our class A exchangeable shares and our class A-1 exchangeable shares will be paid at the same time and in the same amount as cash dividends are paid on the Brookfield Class A Shares to provide holders of exchangeable shares with an economic return equivalent to holders of Brookfield Class A Shares. Distributions on our exchangeable shares are expected to provide Canadian and U.S. investors with the opportunity to receive returns of capital (instead of, in the case of the Brookfield Class A Shares, taxable dividends) and provide non-Canadian investors with the ability to receive distributions on our exchangeable shares without the imposition of withholding tax. Brookfield Shareholders should carefully consider the income tax consequences of the Offer and of holding our exchangeable shares. See Section 14 of the Circular “Certain


		Material Canadian Federal Income Tax Considerations” and Section 15 of the Circular “Certain Material United States Federal Income Tax Considerations”. Subject to completion of the Offer, we expect to commence paying distributions on our class A-1 exchangeable shares on or about December 29, 2023.

Are there risks associated with owning the class A exchangeable shares or class A-1 exchangeable shares?		Yes, the Offer, our business and the ownership of exchangeable shares are subject to both general and specific risks and uncertainties. Owning Brookfield Class A Shares is also subject to risks. For a discussion of the factors that you should consider, see “Risk Factors” in this document as well as the risks described under the heading “Risk Factors” in Brookfield Reinsurance’s Annual Report and under the heading “Business Environment and Risks” in Brookfield Corporation’s Annual Report, each of which is incorporated by reference herein.

Will I be entitled to fractional shares?		No. Brookfield Reinsurance will not take up or deliver any fractional shares in connection with the Offer. If necessary to avoid the creation of a fractional share, the number of Brookfield Class A Shares to be acquired from a Brookfield Shareholder will be rounded down to the closest whole number, and the remaining whole number of Brookfield Class A Shares not acquired will be returned to the tendering Brookfield Shareholders.

How long do I have to tender my Brookfield Class A Shares?		You may tender your Brookfield Class A Shares prior to the Expiration Time. The Offer will expire on ●, 2023 at 5:00 p.m. (Eastern time), unless Brookfield Reinsurance extends or terminates the Offer prior to such time. Brookfield Reinsurance may choose to extend or vary the terms and conditions of the Offer by giving notice, at any time and for any reason, subject to applicable laws. See Section 9 of the Offer to Exchange, “Extension of the Expiration Time, Variation or Change of the Offer”. If your Brookfield Class A Shares are held through a broker, dealer, commercial bank, trust company or other nominee, you must request that your broker, dealer, commercial bank, trust company or other nominee tender your Brookfield Class A Shares for you. If your Brookfield Class A Shares are so held, you should immediately contact such nominee in order to take the necessary steps to be able to tender such Brookfield Class A Shares under the Offer. In addition, it is likely that such broker, dealer, commercial bank, trust company or other nominee has an earlier deadline, for administrative reasons, for you to act to instruct such nominee to tender Brookfield Class A Shares on your behalf. We urge you to contact your broker, dealer, commercial bank, trust company or other nominee to confirm any earlier deadline. See Section 9 of the Offer to Exchange, “Extension of the Expiration Time, Variation or Change of the Offer”.

How do I tender my Brookfield Class A Shares?		To tender Brookfield Class A Shares pursuant to the Offer, you must (i) deliver prior to the Expiration Time the certificates or DRS position for all tendered Brookfield Class A Shares in proper form for transfer, together with a properly completed and duly executed related Letter of Transmittal (with signatures that are guaranteed if so required in accordance with the related Letter of Transmittal), and any other


		documents required by the related Letter of Transmittal, to the Depositary, at the address listed in the related Letter of Transmittal, (ii) follow the procedure for guaranteed delivery described under Section 5 of the Offer to Exchange, “Procedure for Tendering Brookfield Class A Shares”, or (iii) transfer all tendered Brookfield Class A Shares pursuant to the procedures for book-entry transfer described under Section 5 of the Offer to Exchange, “Procedure for Tendering Brookfield Class A Shares”, in each case prior to the Expiration Time. If your Brookfield Class A Shares are held through a broker, dealer, commercial bank, trust company or other nominee, you must request that your broker, dealer, commercial bank, trust company or other nominee tender your Brookfield Class A Shares for you. See Section 5 of the Offer to Exchange, “Procedure for Tendering Brookfield Class A Shares” and the instructions to the related Letter of Transmittal. Participants of CDS and DTC should contact CDS or DTC, as applicable, to obtain instructions with respect to the tender of Brookfield Class A Shares under the Offer. All CDS and DTC participants should tender Brookfield Class A Shares at the beneficial shareholder level. For example, a CDS or DTC participant tendering Brookfield Class A Shares on behalf of three beneficial shareholders should complete three separate tenders, one for each beneficial shareholder.

May I tender only a portion of the Brookfield Class A Shares I own?		Yes. Your participation in the Offer is voluntary, and you do not have to tender all of the Brookfield Class A Shares you own to participate in the Offer.

Do I have dissent rights and/or appraisal rights?		The Offer does not create any right of a Brookfield Shareholder to dissent in respect of any transaction or to make an application to receive the fair value of the Brookfield Class A Shares. See Section 2 of the Offer to Exchange, “Dissent/Appraisal Rights”.

Once I have tendered Brookfield Class A Shares in the Offer, can I withdraw my tender?		Yes. You may withdraw any Brookfield Class A Shares you have tendered (i) at any time prior to the Expiration Time, (ii) at any time before the Brookfield Class A Shares have been taken up by us, (iii) if we have not exchanged the Brookfield Class A Shares for class A-1 exchangeable shares within three business days of being taken up, (iv) at any time before the expiration of 10 days from the date that a notice of change or notice of variation has been given in accordance with the Offer to Exchange other than a variation that consists solely of the waiver of a condition of the Offer (which 10-day period may be extended to 10 business days where required under U.S. securities laws), or (v) if we have not accepted tendered Brookfield Class A Shares for exchange by ●, 2023, which is 40 business days after commencement of the Offer. See Section 7 of the Offer to Exchange, “Withdrawal Rights”.

How do I withdraw Brookfield Class A Shares I previously tendered?		You must deliver, on a timely basis, a written or printed notice of your withdrawal to the Depositary at the address appearing on the back cover page of this document. A notice of withdrawal must specify your name, the number of Brookfield Class A Shares to be withdrawn and the name of the registered holder of the withdrawn Brookfield Class A Shares. Some additional requirements apply if the Brookfield Class A Share certificates to be withdrawn have been delivered to the Depositary or if your Brookfield Class A Shares have been tendered under the procedure for book-entry transfer. See Section 7 of the Offer to Exchange, “Withdrawal Rights” If you have tendered your Brookfield Class A


		Shares by giving instructions to a broker, dealer, commercial bank, trust company or other nominee, you must instruct your nominee to arrange for the withdrawal of your Brookfield Class A Shares. Please be advised that such nominees may have their own deadlines relating to the withdrawal of your Brookfield Class A Shares that differ from those set out in the Offer to Exchange. Brookfield Reinsurance recommends that you contact your nominee to find out its deadline.

Can the Offer be terminated, extended, changed or varied?		Yes. Brookfield Reinsurance may extend the Expiration Time, vary or change the Offer in its sole discretion, subject to applicable law. See Section 9 of the Offer to Exchange, “Extension of the Expiration Time, Variation or Change of the Offer”. We may also terminate the Offer under certain circumstances. See Section 8 of the Offer to Exchange, “Conditions to the Offer”.

How will I be notified if the Offer is extended, varied or terminated?		We will issue a press release announcing the extension and the new Expiration Time by 9:00 a.m. (Eastern time) on the business day after the previously scheduled Expiration Time if Brookfield Reinsurance decides to extend the Offer. Brookfield Reinsurance will announce any other variation to or termination of the Offer by issuing a press release announcing such variation or termination. See Section 9 of the Offer to Exchange, “Extension of the Expiration Time, Variation or Change of the Offer”.

Have the Brookfield Reinsurance Board of Directors or the Brookfield Corporation Board of Directors adopted a position on the Offer?		Each of the Brookfield Reinsurance Board of Directors (and the Governance and Nominating Committee of the Brookfield Reinsurance Board of Directors) and the Brookfield Corporation Board of Directors have approved the Offer. While both Brookfield Reinsurance and Brookfield Corporation believe that exchanges under the Offer by holders who prefer to invest in Brookfield overall through the ownership of exchangeable shares will be beneficial to Brookfield Reinsurance and Brookfield, neither of Brookfield Reinsurance, Brookfield Corporation or their respective affiliates, the Brookfield Reinsurance Board of Directors, the Brookfield Corporation Board of Directors or the Depositary makes any recommendation to you or to any other Brookfield Shareholders as to whether to tender or refrain from tendering Brookfield Class A Shares under the Offer. Because the Offer relates to approximately 2.44% of the Brookfield Class A Shares, and Brookfield Reinsurance currently does not beneficially own any Brookfield Class A Shares, no directors’ circular or Schedule 14D-9 from the Brookfield Corporation Board of Directors with respect to the Offer will be sent to Brookfield Shareholders. Although supportive of the Offer, Brookfield Corporation is not making any recommendation to Brookfield Shareholders because each class A-1 exchangeable share has been structured with the intention of providing an economic return equivalent to one Brookfield Class A Share and because there are a number of factors specific to each Brookfield Shareholder that will affect a shareholder’s decision as to whether to tender their Brookfield Class A Shares pursuant to the Offer. You must make your own decisions as to whether to tender Brookfield Class A Shares under the Offer, and, if so, how many Brookfield Class A Shares to tender.


		Although Brookfield Corporation is not making a recommendation to Brookfield Shareholders, it believes that the Offer is attractive to Brookfield Shareholders because the Offer provides shareholders with an opportunity, at their option, to increase their ownership of exchangeable shares of Brookfield Reinsurance. Although the exchange of Brookfield Class A Shares for class A-1 exchangeable shares in the Offer is itself a taxable event, the Offer provides Canadian and U.S. investors with the opportunity to receive returns of capital on the class A-1 exchangeable shares (instead of, in the case of the Brookfield Class A Shares, taxable dividends) and provides non-Canadian investors with the ability to receive distributions on their exchangeable shares without the imposition of withholding tax. Brookfield Shareholders should carefully consider the income tax consequences of the Offer and of holding our exchangeable shares. See Section 14 of the Circular “Certain Material Canadian Federal Income Tax Considerations” and Section 15 of the Circular “Certain Material United States Federal Income Tax Considerations”.

What is the relationship between Brookfield Reinsurance and Brookfield Corporation?		Brookfield Corporation holds, directly or indirectly, all of our class C shares, which are non-voting and entitle Brookfield Corporation to all of the residual value in our company after payment in full of the amount due to holders of exchangeable shares and class B shares and subject to the prior rights of holders of our Preferred Shares. This residual economic interest, together with the mechanisms to create economic equivalence between the class A exchangeable shares, the class A-1 exchangeable shares and Brookfield Class A Shares, creates alignment between the interests of Brookfield Corporation and the holders of our exchangeable shares. Brookfield Reinsurance was formed, among other things, to achieve the following objectives: • provide investors with alternative form for holding an interest in Brookfield Corporation; • provide access to new capital pools through a publicly traded company and the creation of a new insurance and reinsurance platform under Brookfield Reinsurance; • provide Canadian and U.S. investors with the opportunity to receive returns of capital instead of taxable dividends and provide non-Canadian investors with the ability to receive distributions without the imposition of withholding tax, which we believe will attract new investors who will benefit from investing in our business; and • establish a publicly traded company that owns and operates a leading financial services business focused on providing capital-based solutions to the insurance industry. Through our operating subsidiaries, we offer a broad range of insurance products and services to individuals and institutions, including life insurance and annuities and personal and commercial property and casualty insurance. A number of important agreements have been entered into between our company and Brookfield to support Brookfield Reinsurance. See Section 8 of the Circular, “Interest of Directors and Executive Officers;


		Transactions and Arrangements Concerning Ownership of Securities of Brookfield Corporation — Relationship with Brookfield” for further information.

Does Brookfield Corporation have any consent rights under the Offer?		Yes. Under the Support Agreement, Brookfield Corporation has the right to consent to any issuance of exchangeable shares. Brookfield Corporation has consented to the issuance of class A-1 exchangeable shares (which are convertible into class A exchangeable shares and exchangeable into Brookfield Class A Shares), and has approved the making of the Offer, and has no further consent rights relating to the making or conduct of the Offer. Brookfield Corporation has also approved the creation and issuance of the Brookfield Class A Shares issuable on exchange of the class A-1 exchangeable shares (including any exchange of class A exchangeable shares issuable on conversion of the class A-1 exchangeable shares).

Will any of Brookfield Corporation’s or Brookfield Reinsurance’s directors, officers or affiliates participate in the Offer?		The Offer is open to all holders of Brookfield Class A Shares. Therefore, any officer, director or affiliate of Brookfield that is a holder of Brookfield Class A Shares may participate in the Offer on the same terms as all other holders of Brookfield Class A Shares. To the knowledge of Brookfield Reinsurance and Brookfield Corporation, none of the Disclosable Persons (as such term is defined in Section 8 of the Circular, “Interest of Directors and Executive Officers; Transactions and Arrangements Concerning Ownership of Securities of Brookfield Corporation”) have indicated any present intention to tender Brookfield Class A Shares pursuant to the Offer. The intentions of the Disclosable Persons as described above may change during the period of the Offer depending on the change in circumstance of such parties.

When will Brookfield Reinsurance exchange the Brookfield Class A Shares I tender?		Brookfield Reinsurance will provide the applicable number of class A-1 exchangeable shares to Brookfield Shareholders for the Brookfield Class A Shares we take up promptly after the Expiration Time, but in any event, not later than three business days after the Brookfield Class A Shares are taken up. See Section 10 of the Offer to Exchange, “Taking Up and Exchange of Tendered Brookfield Class A Shares”.

How will I receive the Brookfield Class A Shares pursuant to the Offer?		If you are a registered Brookfield Shareholder, you will receive a book-entry DRS account statement reflecting your ownership of the class A-1 exchangeable shares pursuant to the Offer in the mail. If you hold Brookfield Class A Shares through a broker, dealer, commercial bank, trust company or other nominee, your brokerage account will be credited for your ownership of the class A-1 exchangeable shares pursuant to the Offer.

Will I have to pay brokerage commissions if I tender my Brookfield Class A Shares?		If you are a registered Brookfield Shareholder and you tender your Brookfield Class A Shares directly to the Depositary, you will not incur any brokerage commissions. If you hold Brookfield Class A Shares through a broker, dealer, commercial bank, trust company or other nominee, we urge you to consult your broker, dealer, commercial bank, trust company or other nominee to determine whether transaction costs are applicable. See Section 10 of the Offer to Exchange, “Taking Up and Exchange of Tendered Brookfield Class A Shares”.

What are the income tax consequences if I tender my Brookfield Class A Shares?		You should carefully consider the income tax consequences to you of tendering Brookfield Class A Shares pursuant to the Offer. We urge you to seek advice from your own tax advisers with respect to your


		particular circumstances as to the tax consequences you may incur as a result of the exchange of your Brookfield Class A Shares under the Offer. For more information, see Section 14 of the Circular, “Certain Material United States Federal Income Tax Considerations” and Section 15 of the Circular, “Certain Material Canadian Federal Income Tax Considerations”.

What are the U.S. federal income tax consequences if I tender my Brookfield Class A Shares?		We intend to treat the class A-1 exchangeable shares as stock of our company for all U.S. federal income tax purposes, in which case a U.S. Holder (as defined herein) that tenders Brookfield Class A Shares pursuant to the Offer generally will recognize capital gain or loss for U.S. federal income tax purposes equal to the difference between the fair market value of the class A-1 exchangeable shares received pursuant to the Offer and the holder’s adjusted tax basis in the Brookfield Class A Shares exchanged therefor. However, the characterization of the class A-1 exchangeable shares and related rights for U.S. federal income tax purposes is uncertain. It is possible for the class A-1 exchangeable shares to be treated as stock of Brookfield Corporation for U.S. federal income tax purposes, in which case a U.S. Holder that tenders Brookfield Class A Shares pursuant to the Offer generally should not recognize gain or loss for U.S. federal income tax purposes upon the receipt of the class A-1 exchangeable shares. It is also possible for the class A-1 exchangeable shares and related rights to be treated as a derivative financial instrument, in which case the exchange by a U.S. Holder of Brookfield Class A Shares for class A-1 exchangeable shares pursuant to the Offer may be treated as a sale of the Brookfield Class A Shares or as a taxable distribution on Brookfield Class A Shares, depending on the circumstances. These uncertain U.S. federal income tax consequences are described in greater detail in Section 14 of the Circular under the heading “Certain Material United States Federal Income Tax Considerations — Consequences to U.S. Holders — Exchange of Brookfield Class A Shares Pursuant to the Offer”. U.S. Holders are urged to consult their tax advisers regarding the proper U.S. federal income tax treatment of the exchange of Brookfield Class A Shares for class A-1 exchangeable shares pursuant to the Offer.

What are the Canadian federal income tax consequences if I tender my Brookfield Class A Shares?		The exchange of Brookfield Class A Shares for class A-1 exchangeable shares pursuant to the Offer will result in a disposition of the Brookfield Class A Shares for Canadian federal income tax purposes. Resident Holders (as defined herein) generally will be subject to Canadian federal income tax on any resulting capital gain as further described in Section 15 of the Circular under the heading “Certain Material Canadian Federal Income Tax Considerations — Taxation of Holders Resident in Canada”. Non-Resident Holders (as defined herein) generally will not be subject to Canadian federal income tax on any resulting capital gain unless the Brookfield Class A Shares constitute “taxable Canadian property” (as defined in the Tax Act) of the Non-Resident Holder as further described in greater detail in Section 15 of the Circular under the heading “Certain Material Canadian Federal Income Tax Considerations — Taxation of Holders not Resident in Canada”.

How do I get my Brookfield Class A Shares back if I have		All Brookfield Class A Shares tendered but not taken up, including Brookfield Class A Shares not taken up due to pro-ration, improper tenders or Brookfield Class A Shares not taken up due to the termination


tendered them pursuant to the Offer, but they are not taken up?		of the Offer, will be returned promptly after the Expiration Time or termination of the Offer without expense to the tendering Brookfield Shareholder. See Section 1 of the Offer to Exchange, “The Offer”.

Who can I call with questions about the Offer or for more information?		You can call the Depositary if you have any questions regarding how to tender your Brookfield Class A Shares, if you need assistance regarding the Offer or if you require additional copies of this document, the Letter of Transmittal or the Notice of Guaranteed Delivery (which documents will be provided without charge on request and are also available on SEC’s website at www.sec.gov and on SEDAR+ at www.sedarplus.ca).

NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF BROOKFIELD REINSURANCE, BROOKFIELD CORPORATION, OR THEIR RESPECTIVE AFFILIATES, THE BROOKFIELD REINSURANCE BOARD OF DIRECTORS OR THE BROOKFIELD CORPORATION BOARD OF DIRECTORS AS TO WHETHER BROOKFIELD SHAREHOLDERS SHOULD TENDER OR REFRAIN FROM TENDERING BROOKFIELD CLASS A SHARES PURSUANT TO THE OFFER. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH THE OFFER OTHER THAN AS SET FORTH IN THE OFFER. IF GIVEN OR MADE, ANY SUCH RECOMMENDATION OR ANY SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE BROOKFIELD REINSURANCE BOARD OF DIRECTORS, THE BROOKFIELD CORPORATION BOARD OF DIRECTORS OR THE DEPOSITARY.

SUMMARY

This section summarizes material information presented in greater detail elsewhere in this document. However, this summary does not contain all of the information that may be important to Brookfield Shareholders. You are urged to carefully read the remainder of this document and the related letter of transmittal and the other information referred to or incorporated by reference in this document because the information in this section and in the section entitled “Questions and Answers About the Offer” is not complete. See Section 19 of the Circular, “Additional Information / Documents Incorporated by Reference”. Certain capitalized and other terms used in this Summary are defined in the Glossary.

The Offer (page 32)

The Offer is subject to a number of conditions, including that the class A-1 exchangeable shares to be issued pursuant to the Offer will have been authorized for listing on the NYSE and approved for listing on the TSX, subject to official notice or bulletin of issuance. Brookfield Reinsurance, subject to applicable law, reserves the right to terminate the Offer and not take up and exchange any Brookfield Class A Shares tendered in the Offer if the conditions to the Offer are not satisfied or, where permitted, waived.

See Section 8 of the Offer to Exchange, “Conditions to the Offer”.

Purpose of and Background to the Offer (page 60)

We refer to Brookfield Reinsurance as a “paired entity” to Brookfield Corporation, which enables the Offer to be structured so that the equity base and market capitalization of Brookfield Reinsurance can be enhanced without any dilution to Brookfield Shareholders. However, while the exchangeable shares provide Brookfield Shareholders the opportunity to hold their interest in overall Brookfield through the ownership of exchangeable shares, Brookfield Corporation and Brookfield Reinsurance are distinct legal entities and there are differences between the rights and privileges of holders of Brookfield Class A Shares and holders of our exchangeable shares. These differences may result in certain investors preferring to hold our exchangeable shares because Canadian and U.S. investors will have the opportunity to receive returns of capital instead of taxable dividends and non-Canadian investors would have the ability to receive distributions without the imposition of withholding tax. For a discussion of such differences under the governing documents of our company and Brookfield Corporation and laws of their respective jurisdictions of formation see Section 20 of the Circular, “Comparison of Shareholder Rights”. See also Section 14 of the Circular “Certain Material Canadian Federal Income Tax Considerations” and Section 15 of the Circular “Certain Material United States Federal Income Tax Considerations”.

Share on a one-for-one basis, Brookfield Class A Shares are not by their terms exchangeable for class A-1 exchangeable shares. As described above, the Offer therefore provides an important opportunity for holders of Brookfield Class A Shares that would prefer to hold more of their interest in overall Brookfield through the ownership of exchangeable shares of Brookfield Reinsurance, which represents an alternative security through which to hold an interest in Brookfield Corporation. The class A-1 exchangeable shares being offered are non-voting in order to address, among other things, certain insurance regulations applicable to Brookfield Reinsurance, which generally prohibit any person from owning more than 10% of the voting shares of our company without having received the requisite regulatory approvals. Following the Offer, investors who desire to do so will have the right to convert their class A-1 exchangeable shares into class A exchangeable shares on a one-for-one basis, provided that no holder will be permitted to convert their class A-1 exchangeable shares, and our company will not effect any conversions of class A-1 exchangeable shares, into class A exchangeable shares unless the requesting holder has provided evidence satisfactory to the company that such holder or its affiliate either (i) will not, after giving effect to the conversion, have control or direction over more than 9.9% of the outstanding class A exchangeable shares or (ii) has received all necessary regulatory approval to obtain more than 9.9% of the class A exchangeable shares, as determined by our company acting reasonably. See Section 1 of the Circular, “Information with respect to Brookfield Reinsurance — Description of Our Share Capital” and Section 5 of the Circular, “Purpose of and Background to the Offer”.

Brookfield Reinsurance Ltd. (page 48)

Brookfield Reinsurance was incorporated on December 10, 2020 under the Bermuda Act as an exempted company limited by shares. Our company operates a leading capital solutions business providing insurance and reinsurance services to individuals and institutions. Through our operating subsidiaries, we offer a broad range of insurance products and services to individuals and institutions, including life insurance and annuities and personal and commercial property and casualty insurance. In doing so, we seek to match our liabilities with a portfolio of high-quality investments in order to generate attractive, risk-adjusted returns within our business. We leverage our relationship with Brookfield in order to opportunistically source new business and deploy our capital in assets that are tailored to our investment needs. Our relationship with Brookfield provides us with access to a diverse mix of leading alternative investment strategies that we believe are well-suited for this purpose. Brookfield Reinsurance is located at Ideation House, 1st Floor, 94 Pitts Bay Road, Pembroke HM08 Bermuda, (416) 956-5141.

The class A exchangeable shares are listed on the NYSE and the TSX under the symbol “BNRE”.

For more information regarding Brookfield Reinsurance, see Section 1 of the Circular, “Information with respect to Brookfield Reinsurance”, and Brookfield Reinsurance’s Annual Report, which is incorporated by reference in this document.

Brookfield Reinsurance Meeting (page 57)

At the Brookfield Reinsurance Meeting, Brookfield Reinsurance received shareholder approval for the Share Issuance and for certain amendments to Brookfield Reinsurance’s bye-laws. The amendments are, among other things, aligned with the objectives of the Offer and are designed to promote stability in the number of outstanding exchangeable shares, thereby maintaining the equity base and market capitalization of our company and reducing volatility in the trading price of the exchangeable shares relative to the Brookfield Class A Shares. Specific details of the matters put before the Brookfield Reinsurance Meeting are set forth in the Brookfield Reinsurance Meeting Circular, which is incorporated by reference in this document.

Brookfield Corporation (page 57)

Brookfield Corporation is focused on deploying its capital on a value basis and compounding it over the long term. This capital is allocated across its three core pillars of asset management, insurance solutions and its operating businesses. Employing a disciplined investment approach, Brookfield Corporation leverages its deep expertise as an owner and operator of real assets, as well as the scale and flexibility of its capital, to create value and deliver strong risk-adjusted returns across market cycles. Brookfield Corporation is located at 181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, (416) 359-8647. Under applicable U.S. securities laws, Brookfield Corporation may also be deemed an offeror with respect to the Offer because the class A-1 exchangeable shares are exchangeable for Brookfield Class A Shares and the Brookfield Class A Shares tendered in the Offer may be returned to Brookfield Corporation in certain circumstances. See Section 10 of the Offer, “Taking Up and Exchange of Tendered Brookfield Class A Shares”.

The Brookfield Class A Shares are listed on the NYSE and the TSX under the symbol “BN”.

For more information regarding Brookfield Corporation, see Section 3 of the Circular, “Information with respect to Brookfield Corporation” and Brookfield Corporation’s Annual Report, which is incorporated by reference in this document.

Organizational Structure

The following diagram provides a simplified corporate structure of Brookfield Corporation and our company as of the date of this document.

LOGO

Recent Developments

Contribution of Financial Assets from Brookfield Corporation

On August 15, 2023, Brookfield Corporation contributed financial assets with a value of approximately $2.1 billion to our company in exchange for the issuance of 60,741,893 class C shares to Brookfield Corporation.

AEL Acquisition

On July 4, 2023, our company entered into a definitive Agreement and Plan of Merger (the “AEL Merger Agreement”) with Arches Merger Sub, Inc., an Iowa corporation and a wholly owned subsidiary of Brookfield Reinsurance (“Merger Sub”), American Equity Investment Life Holding Company, an Iowa corporation (“AEL”), and solely for the purposes set forth in the AEL Merger Agreement, BAM, whereby our company will acquire the outstanding common equity of AEL that it does not already own for aggregate consideration of $55.00 per AEL share in a transaction that values AEL at approximately $4.3 billion (the “AEL Acquisition”). AEL shareholders will receive a combination of $38.85 in cash consideration and a number of class A limited voting shares of BAM (“BAM Shares”) having a value equal to $16.15 (based on the undisturbed 90-day volume-weighted average share price of the BAM Shares as of June 23, 2023), subject to adjustment in certain circumstances as described in the AEL Merger Agreement (the “BAM Stock Consideration”).

In order to facilitate Brookfield Reinsurance’s obligations to fund the BAM Stock Consideration, Brookfield Reinsurance intends to acquire from Brookfield Corporation the BAM Shares required to satisfy the BAM Stock Consideration. Subject to this occurring, BAM’s public float will increase by approximately 10%, and Brookfield Corporation’s interest in the Asset Management Company will decrease from 75% to approximately 73%.

In connection with the AEL Acquisition, Brookfield Reinsurance is expected to issue class C shares of Brookfield Reinsurance to Brookfield Corporation in exchange for the BAM Shares and cash consideration that will be used by our company to fund the AEL Acquisition. Therefore, Brookfield Corporation will continue to own all of our class C shares. As of the date of this document, the number of class C shares to be issued to Brookfield Corporation has not been determined; however, we expect to issue up to 90,000,000 class C shares to Brookfield Corporation. No exchangeable shares of our Company will be issued in connection with the AEL Acquisition. See the unaudited combined pro forma financial statements of Brookfield Reinsurance as at June 30, 2023, and for the six months ended June 30, 2023 and the twelve months ended December 31, 2022 filed on SEDAR+ on August 18, 2023 and as Exhibit 99.8 to Brookfield Reinsurance’s Form 6-K filed with the SEC on August 18, 2023 for further information on the pro forma impact of the AEL Acquisition and the other transactions described therein.

AEL is an industry leader in the development and sale of fixed index and fixed rate annuity products. The company was founded in 1995 and is headquartered in West Des Moines, Iowa with additional offices in Charlotte, NC, New York, NY and Miami, FL. AEL is licensed to sell insurance products in all 50 states and the District of Columbia, writing over $4 billion of annuity products annually. AEL’s products are sold primarily through independent insurance agents, as well as banks and broker-dealers.

The AEL Acquisition is expected to close in the first half of 2024, subject to approval by AEL shareholders and other closing conditions customary for a transaction of this type, including receipt of insurance regulatory approvals in relevant jurisdictions and the expiration or termination of the applicable waiting period (and any extension thereof) under the HSR Act.

Risk Factors (page 21)

An investment in the class A-1 exchangeable shares, the class A exchangeable shares and Brookfield Class A Shares underlying the exchangeable shares and the acceptance of the Offer are subject to certain risks.

Notwithstanding the foregoing considerations, before making any decision to tender or not tender Brookfield Class A Shares to the Offer, Brookfield Shareholders should carefully consider the risks associated with our company’s business, including the risks described under the heading “Risk Factors” on page 21 of this document as well as the risks described under the heading “Risk Factors” in Brookfield Reinsurance’s Annual Report and under the heading “Business Environment and Risks” in Brookfield Corporation’s Annual Report.

Conditions to the Offer (page 40)

The Offer is subject to a number of conditions, including the Listing Condition. Brookfield Reinsurance, subject to applicable law, including Rule 14e-1(c) under the Exchange Act, reserves the right to terminate the Offer and not take up and exchange any Brookfield Class A Shares tendered in the Offer if the conditions to the Offer are not satisfied or, where permitted, waived. Brookfield Reinsurance may not waive the Listing Condition.

See Section 8 of the Offer to Exchange, “Conditions to the Offer”.

Take-Up and Payment for Deposited Brookfield Class A Shares (page 44)

If, at the Expiration Time, the Listing Condition has been satisfied and all other conditions described in Section 8 of the Offer to Exchange, “Conditions to the Offer” have been satisfied or waived by Brookfield Reinsurance, Brookfield Reinsurance will promptly take up the Brookfield Class A Shares validly tendered in the Offer and not withdrawn.

Upon the terms and provisions of the Offer (including pro-ration in the event that the Offer is oversubscribed) and subject to and in accordance with applicable Canadian and United States securities laws, Brookfield Reinsurance will exchange Brookfield Class A Shares properly tendered and not withdrawn under the Offer in accordance with the terms thereof promptly, but in any event, not later than three business days after the Brookfield Class A Shares are taken up.

Following the completion of the Offer, it is expected that the Brookfield Class A Shares tendered in the Offer will either be returned to Brookfield Corporation for cancellation or, subject to applicable law and regulatory requirements, retained by Brookfield Reinsurance. In either case, given that, for the reasons discussed above, we refer to Brookfield Reinsurance as a “paired entity” to Brookfield Corporation, the Offer is not dilutive to Brookfield Reinsurance or Brookfield Corporation.

Extension of the Expiration Time, Variation or Change of the Offer (page 43)

The Offer will commence on ●, 2023 and expire at the Expiration Time, unless terminated, extended, varied or changed by Brookfield Reinsurance. Subject to applicable law, Brookfield Reinsurance may, in its sole discretion, extend the period of time during which the Offer will remain open. In the event of an extension, the term “Expiration Time” will refer to the latest time and date at which the Offer, as so extended, will expire.

See Section 10 of the Offer to Exchange, “Taking Up and Exchange of Tendered Brookfield Class A Shares”.

Withdrawal Rights (page 39)

Except as otherwise provided in Section 7 of the Offer to Exchange, “Withdrawal Rights”, tenders of Brookfield Class A Shares pursuant to the Offer will be irrevocable. Brookfield Class A Shares tendered in the Offer may be withdrawn by the Brookfield Shareholder:

(a)

at any time prior to the Expiration Time;

(b)

at any time before the Brookfield Class A Shares have been taken up by Brookfield Reinsurance;

(c)

if the Brookfield Class A Shares have not been exchanged for class A-1 exchangeable shares by Brookfield Reinsurance within three business days of being taken up;

(d)

at any time before the expiration of 10 days from the date that a notice of change or notice of variation has been given in accordance with the Offer to Exchange consists solely of the waiver of a condition of the Offer (which 10-day period may be extended to 10 business days where required under U.S. securities laws). See Section 9 of the Offer to Exchange, “Extension of the Expiration Time, Variation or Change of the Offer”; and

(e)

if Brookfield Reinsurance has not accepted tendered Brookfield Class A Shares for exchange by ●, 2023, which is 40 business days after commencement of the Offer.

A withdrawal of Brookfield Class A Shares tendered in the Offer may only be accomplished in accordance with the procedures set out in this document. See Section 7 of the Offer to Exchange, “Withdrawal Rights”.

Material United States Federal Income Tax Consequences of the Offer (page 72)

We intend to treat the class A-1 exchangeable shares as stock of our company for all U.S. federal income tax purposes, in which case a U.S. Holder that tenders Brookfield Class A Shares pursuant to the Offer generally will recognize capital gain or loss for U.S. federal income tax purposes equal to the difference between the fair market value of the class A-1 exchangeable shares received pursuant to the Offer and the holder’s adjusted tax basis in the Brookfield Class A Shares exchanged therefor. However, the characterization of the class A-1 exchangeable shares and related rights for U.S. federal income tax purposes is uncertain. It is possible for the class A-1 exchangeable shares to be treated as stock of Brookfield Corporation for U.S. federal income tax purposes, in which case a U.S. Holder that tenders Brookfield Class A Shares pursuant to the Offer generally should not recognize gain or loss for U.S. federal income tax purposes upon the receipt of the class A-1 exchangeable shares. It is also possible for the class A-1 exchangeable shares and related rights to be treated as a derivative financial instrument, in which case the exchange by a U.S. Holder of Brookfield Class A Shares for class A-1 exchangeable shares pursuant to the Offer may be treated as a sale of the Brookfield Class A Shares or as a taxable distribution on Brookfield Class A Shares, depending on the circumstances. These uncertain U.S. federal income tax consequences are described in greater detail in Section 14 of the Circular, “— Certain Material United States Federal Income Tax Considerations — Consequences to U.S. Holders — Exchange of Brookfield Class A Shares Pursuant to the Offer”. U.S. Holders are urged to consult their tax advisers regarding the proper U.S. federal income tax treatment of the exchange of Brookfield Class A Shares for class A-1 exchangeable shares pursuant to the Offer.

See Section 14 of the Circular, “Certain Material United States Federal Income Tax Considerations” for a summary of certain material United States income tax consequences of the Offer.

Material Canadian Federal Income Tax Consequences of the Offer (page 88)

The exchange of Brookfield Class A Shares for class A-1 exchangeable shares pursuant to the Offer and the exchange of class A-1 exchangeable shares or class A exchangeable shares, as applicable, for Brookfield Class A Shares pursuant to the exercise of the exchange right will result in a disposition of the Brookfield Class A Shares, class A-1 exchangeable shares or class A exchangeable shares, as applicable, for Canadian federal income tax purposes. Resident Holders (as defined herein) generally will be subject to Canadian federal income tax on any resulting capital gain as further described in Section 15 of the Circular under the heading “Certain Material Canadian Federal Income Tax Considerations — Taxation of Holders Resident in Canada”. Non-Resident Holders (as defined herein) generally will not be subject to Canadian federal income tax on any resulting capital gain unless the Brookfield Class A Shares or class A-1 exchangeable shares or class A exchangeable shares, as applicable, constitute “taxable Canadian property” (as defined in the Tax Act) of the Non-Resident Holder as

further described in greater detail in Section 15 of the Circular under the heading “Certain Material Canadian Federal Income Tax Considerations — Taxation of Holders not Resident in Canada”.

See Section 15 of the Circular, “Certain Material Canadian Federal Income Tax Considerations” for a summary of certain material Canadian income tax consequences of the Offer.

Accounting Treatment of the Offer (page 72)

The accounting for Brookfield Reinsurance in connection with the issuance of class A-1 exchangeable shares pursuant to the Offer will result in the class A-1 exchangeable shares being classified as equity instruments. See Section 13 of the Circular, “Accounting Treatment of the Offer”.

Dissent/Appraisal Rights (page 34)

The Offer does not create any right of a Brookfield Shareholder to dissent in respect of any transaction or to make an application to receive the fair value of the Brookfield Class A Shares.

Comparison of Shareholder Rights (page 104)

Brookfield Shareholders exchanging their Brookfield Class A Shares for class A-1 exchangeable shares will have different rights once they become shareholders of Brookfield Reinsurance. For a summary description of these material differences, see Section 20 of the Circular, “Comparison of Shareholder Rights”.

Additional Information / Questions about the Offer (page 1)

For more information regarding the Offer, see “Questions and Answers about the Offer” in this document.

Comparative Market Price Information

On September 13, 2023, the closing price of the Brookfield Class A Shares on the NYSE and the TSX was $35.21 and C$47.73, respectively. There is currently no public market for our class A-1 exchangeable shares. On September 13, 2023, the closing price of the class A exchangeable shares on the NYSE and the TSX was $35.30 and C$47.82, respectively.

The exchange ratio for the Offer is fixed and will not change based on the market value of either the class A exchangeable shares or the Brookfield Class A Shares or the potential market value of a class A-1 exchangeable share. Brookfield Shareholders should obtain current market quotations for Brookfield Class A Shares and class A exchangeable shares before deciding whether to tender their shares of Brookfield Class A Shares in the Offer. See “Risk Factors — Risks Relating to the Offer and the Class A-1 Exchangeable Shares — Our class A-1 exchangeable shares have never been publicly traded and an active and liquid trading market for our class A-1 exchangeable shares may not develop”.

Summary Financial Data

Summary Financial Data for Brookfield Reinsurance

The following tables present selected historical consolidated financial data of Brookfield Reinsurance. The selected historical condensed consolidated financial data as at June 30, 2023, and for the six months then ended, is derived from the Brookfield Reinsurance Interim Financial Statements (as defined herein), which are incorporated by reference into this document. The selected historical consolidated financial data as at December 31, 2022 and 2021, and for each of the years then ended, is derived from Brookfield Reinsurance’s U.S. GAAP Financial Statements and MD&A, which is incorporated by reference into this document.

The information set forth below is only a summary. You should read the following information together with the Brookfield Reinsurance Interim Financial Statements, the Brookfield Reinsurance Interim MD&A (as defined herein) and Brookfield Reinsurance’s U.S. GAAP Financial Statements and MD&A, each of which is incorporated by reference into this document, and in Brookfield Reinsurance’s other reports filed with the SEC or similar authorities in Canada. You should not assume that the results of operations for any past periods are indicative of results for any future period. For more information, see Section 19 of the Circular, “Additional Information / Documents Incorporated by Reference”.


Statement of Operating Results Data	Six months ended June 30,			Year ended December 31,
$ MILLIONS (except per share data)	2023			2022			2021
Net premiums and other policy revenue		2,099			3,235			1,016
Net investment income, including funds withheld		976			1,177			105
Investment related gains (losses), net		168			(103	)		(80	)
Claims and policyholder benefits		(1,875	)		(2,852	)		(1,065	)
Interest sensitive contract benefits		(557	)		(357	)		(60	)
Commissions for acquiring and servicing policies, net of changes in deferred policy acquisition costs		(31	)		(74	)		30
Change in market risk benefits and other reinsurance expenses		(29	)		49			(23	)
Operating and interest expenses		(482	)		(543	)		(36	)
Net income (loss) before income taxes		269			532			(113	)
Income tax expense		(2	)		(31	)		1
Net income (loss) for the year		267			501			(112	)
Net income per class A exchangeable & class B shareholders		0.14			0.56			0.26
Net income (loss) per class C shareholder		5.04			13.75			(4.92	)

Statement of Financial Position Data

June 30,
2023

December 31,
2022

December 31,
2021

$ MILLIONS (except per share data)

Cash and cash equivalents

2,893

2,145

393

Investments

32,358

30,295

5,418

Deferred policy acquisition costs

1,986

1,585

710

Reinsurance funds withheld

6,540

5,812

4,801

Deferred tax asset

489

490

Reinsurance recoverables, net of allowance

627

589

174

Other assets

1,956

1,497

Separate account assets

1,145

1,045

—

Total assets

47,994

43,458

11,577

Future policy benefits

8,863

8,011

2,330

Policyholders’ account balances

23,018

20,141

4,677

Policy and contract claims

1,868

1,786

—

Deposit liabilities

1,632

1,657

1,682

Unearned premium reserve

1,150

1,086

—

Other policyholder funds

316

322

—

Corporate borrowings

1,740

2,160

693

Subsidiary borrowings

1,494

1,492

—

Other liabilities

2,222

1,493

850

Separate account liabilities

1,145

1,045

—

Total liabilities

43,448

39,193

10,232

Redeemable junior preferred shares

2,635

2,580

—

Total equity

1,911

1,685

1,345

Book value per share

42.90

Summary Financial Data for Brookfield Corporation

The following tables present selected historical consolidated financial data of Brookfield Corporation. The selected historical consolidated financial data as at June 30, 2023, and for the six months then ended, is derived from the Brookfield Corporation Interim Financial Statements (as defined herein), which are incorporated by reference into this document. The selected historical consolidated financial data as at December 31, 2022 and 2021, and for each of the years then ended, is derived from Brookfield Corporation’s audited consolidated financial statements, which were prepared in accordance with IFRS and are contained in Brookfield Corporation’s Annual Report, which is incorporated by reference into this document.

The information set forth below is only a summary. You should read the following information together with the Brookfield Corporation Interim Financial Statements, the Brookfield Corporation Interim MD&A (as defined herein) and Brookfield Corporation’s audited comparative consolidated financial statements, accompanying notes and the section entitled “Management’s Discussion and Analysis” contained in Brookfield Corporation’s Annual Report, each of which is incorporated by reference into this document, and in Brookfield Corporation’s other reports filed with the SEC or similar authorities in Canada. You should not assume that the results of operations for any past periods are indicative of results for any future period. For more information, see Section 19 of the Circular, “Additional Information / Documents Incorporated by Reference”.

Statement of Operating Results Data

Six months
ended
June 30,

Year ended
December 31,

$ MILLIONS (except per share data)

2023

2022

2021

Revenues

46,965

92,769

75,731

Direct costs⁽¹⁾

(35,324

)

(70,828

)

(57,563

)

Other income and gains

1,864

1,594

3,099

Expenses

(7,414

)

(10,824

)

(7,720

)

Net income

1,936

5,195

12,388

Net income (loss) attributable to class A

201

2,056

3,966

Net income (loss) attributable to non-controlling interests

1,735

3,139

8,422

Net income (loss) per class A share—basic

0.08

1.22

2.47

Net income (loss) per class A share—diluted

0.08

1.19

2.39

(1)	Direct costs exclude depreciation and amortization expenses.

Statement of Financial Position Data

June 30,
2023

December 31,
2022

December 31,
2021

$ MILLIONS (except per share data)

Cash and cash equivalents

12,427

14,396

12,694

Other financial assets

29,466

26,899

16,546

Accounts receivable and other⁽¹⁾

29,063

27,378

21,760

Assets held for sale

2,684

2,830

11,958

Equity accounted investments

52,141

47,094

46,100

Investment properties

119,780

115,100

100,865

Property, plant and equipment

127,462

124,268

115,489

Intangible assets

41,217

38,411

30,609

Total assets

463,134

441,284

391,003

Corporate borrowings

13,618

11,390

10,875

Accounts payable and other⁽²⁾

57,977

57,065

52,546

Liabilities associated with assets classified as held for sale

1,489

876

3,148

Non-recourse borrowings of managed entities

206,085

202,684

165,057

Total liabilities

307,551

299,393

256,262

Non-controlling interests

110,982

98,138

88,386

Total equity

155,583

141,891

134,741

Book value per share

24.99

(1)	Accounts receivable and other exclude Assets held for sale.

(2)	Accounts payable and other exclude Liabilities associated with assets classified as held for sale.

Consolidated Capitalization

Consolidated Capitalization for Brookfield Reinsurance

The following table sets forth the consolidated capitalization of Brookfield Reinsurance (i) as at June 30, 2023 and (ii) as at June 30, 2023 as adjusted to give effect to the Offer, assuming the Offer is fully subscribed and assuming that the Brookfield Class A Shares tendered for exchange will be returned by Brookfield Reinsurance to Brookfield Corporation, and subsequently cancelled by Brookfield Corporation:


	As at June 30, 2023
$ MILLIONS	Actual		As adjusted⁽¹⁾
Future policy benefits		8,863		8,863
Policyholders’ account balances		23,018		23,018
Policy and contract claims		1,868		1,868
Deposit liabilities		1,632		1,632
Market risk benefit		131		131
Unearned premium reserve		1,150		1,150
Due to related parties		525		525
Other policyholder funds		316		316
Notes payable		158		158
Corporate borrowings		1,740		1,740
Subsidiary borrowings		1,494		1,494
Liabilities issued to reinsurance entities		217		217
Other liabilities		1,191		1,191
Separate account liabilities		1,145		1,145
Junior preferred shares		2,635		1,132
Equity
Class A exchangeable and Class B⁽²⁾		460		1,150
Class C		1,442		4,385
Non-controlling interest		9		9

Total capitalization		47,994		50,124

(1)	If the Offer is only 50% subscribed, following the Offer, equity attributable to Class A exchangeable and class B, Class C and Non-controlling interest would be $1,150 million, $4,385 million and $9 million, respectively, and Junior preferred shares would be $1,132 million.

(2)	Amounts include equity attributable to class A-1 exchangeable shares.

For more information in respect of consolidated capitalization for Brookfield Reinsurance, please see the Brookfield Reinsurance Interim Financial Statements, which are incorporated by reference in this document.

Consolidated Capitalization for Brookfield Corporation

The following table sets forth the consolidated capitalization of Brookfield Corporation (i) as at June 30, 2023 and (ii) as at June 30, 2023 as adjusted to give effect to the Offer, assuming the Offer is fully subscribed and assuming that the Brookfield Class A Shares tendered for exchange will be returned by Brookfield Reinsurance to Brookfield Corporation, and subsequently cancelled by Brookfield Corporation:


	As at June 30, 2023
$ MILLIONS	Actual		As adjusted⁽¹⁾
Corporate borrowings		13,618		13,618
Accounts payable and other		57,977		57,977
Liabilities associated with assets classified as held for sale		1,489		1,489
Non-recourse borrowings of managed entities		206,085		206,085
Deferred income tax liabilities		24,333		24,333
Subsidiary equity obligations		4,049		4,049
Equity
Preferred equity		4,103		4,103
Non-controlling interests		110,982		110,982
Common equity		40,498		39,118

Total capitalization		463,134		461,754

(1)	If the Offer is only 50% subscribed, following the Offer, equity attributable to Common equity would be $39,270 million and Total capitalization would be $456,052 million.

For more information in respect of consolidated capitalization for Brookfield Corporation, please see the Brookfield Corporation Interim Financial Statements, which are incorporated by reference in this document.

RISK FACTORS

An investment in the class A-1 exchangeable shares and the acceptance of the Offer are subject to certain risks. In assessing the Offer, Brookfield Shareholders should carefully consider the risks described in this document and under the heading “Risk Factors” in Brookfield Reinsurance’s Annual Report and under the heading “Business Environment and Risks” in Brookfield Corporation’s Annual Report, each incorporated by reference in this document, for a discussion of the risk factors applicable to Brookfield Reinsurance’s business and an investment in our exchangeable shares and the risk factors applicable to Brookfield Corporation’s business and an investment in Brookfield Class A Shares. Additional risks and uncertainties not presently known by Brookfield Reinsurance or Brookfield Corporation, or that Brookfield Reinsurance or Brookfield Corporation currently believe are not material, may also materially and adversely impact the successful completion of the Offer or the business, operations, financial condition, financial performance, cash flows, reputation or prospects of the Brookfield Reinsurance or Brookfield Corporation. Except as context may otherwise require, the following risk factors assume that the Offer has been completed.

Risks Relating to the Offer and the Class A-1 Exchangeable Shares

Our class A-1 exchangeable shares have never been publicly traded and an active and liquid trading market for our class A-1 exchangeable shares may not develop.

The listing of our class A-1 exchangeable shares will be subject to our company fulfilling all of the listing requirements of the NYSE and the TSX. There is currently no public market for our class A-1 exchangeable shares. We cannot predict the extent to which investor interest will lead to the development of an active and liquid trading market for our class A-1 exchangeable shares or, if such a market develops, whether it will be maintained. We cannot predict the effects on the price of our class A-1 exchangeable shares if a liquid and active trading market for our class A-1 exchangeable shares does not develop. In addition, if such a market does not develop, relatively small sales of our class A-1 exchangeable shares may have a significant negative impact on the price of our class A-1 exchangeable shares. A number of factors, principally factors relating to our company but also including factors specific to Brookfield Reinsurance and Brookfield Corporation and their business, financial condition and liquidity, economic and financial market conditions, interest rates, availability of capital and financing sources, volatility levels and other factors, could lead to a decline in the value of class A-1 exchangeable shares and a lack of liquidity in any market for class A-1 exchangeable shares.

The Brookfield Reinsurance Board of Directors and Brookfield Corporation Board of Directors have not made a recommendation as to whether Brookfield Shareholders should tender their Brookfield Class A Shares under the Offer, and neither Brookfield Reinsurance nor Brookfield Corporation have obtained a third-party determination that the Offer is fair to Brookfield Shareholders.

While both Brookfield Reinsurance and Brookfield Corporation believe that exchanges under the Offer by holders who prefer to invest in Brookfield overall through the ownership of exchangeable shares will be beneficial to Brookfield Reinsurance and Brookfield, the Brookfield Reinsurance Board of Directors and the Brookfield Corporation Board of Directors have not made, and will not make, any recommendation as to whether Brookfield Shareholders should tender their Brookfield Class A Shares under the Offer. Brookfield Reinsurance has not retained and does not intend to retain any unaffiliated representative to act for purposes of making any recommendation concerning the fairness of the Offer to Brookfield Shareholders. Brookfield Corporation is not making a recommendation to Brookfield Shareholders because each class A-1 exchangeable share has been structured with the intention of providing an economic return equivalent to one Brookfield Class A Share and because there are a number of factors specific to each Brookfield Shareholder that will affect a shareholder’s decision as to whether to exchange a Brookfield Class A Share for a class A-1 exchangeable share, including the tax consequences of the exchange under the Offer and the tax attributes of the class A-1 exchangeable shares as compared to Brookfield Class A Shares. Brookfield Shareholders must make their own decisions as to whether to tender Brookfield Class A Shares under the Offer, and, if so, how many Brookfield Class A Shares to tender.

Upon receipt of class A-1 exchangeable shares, you will become a shareholder in Brookfield Reinsurance, which will change some of the rights and privileges that you have as a shareholder of Brookfield Corporation.

Upon receipt of class A-1 exchangeable shares, you will become a shareholder in Brookfield Reinsurance, which will not entitle you to the same rights and privileges you had as a shareholder of Brookfield Corporation. For a detailed discussion of the material differences between the rights of holders of class A-1 exchangeable shares and holders of the Brookfield Class A Shares under the governing documents of our company and Brookfield Corporation, see Section 20 of the Circular, “Comparison of Shareholder Rights”.

As a result of certain regulatory limitations in our bye-laws, certain holders of class A-1 exchangeable shares may be unable to convert their class A-1 exchangeable shares into class A exchangeable shares.

Our bye-laws provide that no holder of our class A-1 exchangeable shares will be permitted to convert its class A-1 exchangeable shares into our class A shares unless the requesting holder has provided satisfactory evidence to us (in our reasonable determination), that either (i) it and its affiliates will not, after giving effect to the conversion, directly or indirectly, beneficially own, control or hold with the power to vote more than 9.9% of our class A exchangeable shares or (ii) it and its affiliates have received all required regulatory approvals and consents or, if applicable, exemptions or waivers, to beneficially own, control or hold with the power to vote more than 9.9% of our class A exchangeable shares (the “Regulatory Condition”). Investing in our class A-1 exchangeable shares and the acceptance of the Offer are subject to this risk and other risks.

Due to the Regulatory Condition in our bye-laws, investors may be limited in their ability to convert their class A-1 exchangeable shares into class A exchangeable shares, which could in effect limit such investors in their ability to vote on matters requiring approval of shareholders of Brookfield Reinsurance.

The class A-1 exchangeable shares generally will have no voting rights.

Except as otherwise required by Bermuda law and other than in the limited circumstances described in this document, holders of class A-1 exchangeable shares generally will have no voting rights. Our class A exchangeable shares and class B shares are the only classes that carry full voting rights. See Section 1 of the Circular, “Information with respect to Brookfield Reinsurance — Description of Our Share Capital — Class A Exchangeable Shares and Class A-1 Exchangeable Shares — Voting Rights of Class A-1 Exchangeable Shares”.

Holders of class A-1 exchangeable shares may be unable to convert their class A-1 exchangeable shares into class A exchangeable shares during certain periods.

Our bye-laws prohibit holders of class A-1 exchangeable shares from converting their class A-1 exchangeable shares into class A exchangeable shares during (i) the calendar month in which quarterly distributions are paid to holders of exchangeable shareholders or (ii) during the period commencing 10 business days prior to a record date for any special dividend or stock distribution and up to and including on the payment date for such dividend (the “Blackout Period”). Any notice given to the transfer agent to exercise the right of conversion on the class A-1 exchangeable shares purported to be delivered to the company during a Blackout Period will be deemed to have been received on the business day immediately following the date on which a Blackout Period expires.

As a result, holders of class A-1 exchangeable shares may be unable to convert their class A-1 exchangeable shares into class A exchangeable shares easily and during a desired time.

Risks Relating to Taxation

General Tax Risks

Our aggregate tax liability and effective tax rate could be adversely affected in the future by changes in the tax laws of the countries in which we operate, including as a result of ongoing efforts by the member countries of the OECD.

We have operations in various countries that have differing tax laws and rates. Our tax reporting is supported by current domestic tax laws in the countries in which we operate and the application of tax treaties between the various countries in which we operate. Our income tax reporting is subject to audit by domestic and foreign authorities. Our effective tax rate may change from year to year based on changes in the mix of activities and income earned among the different jurisdictions in which we operate, changes in tax laws in these jurisdictions, changes in the tax treaties between various countries in which we operate, changes in our eligibility for benefits under those tax treaties, and changes in the estimated values of deferred tax assets and liabilities. Tax laws, regulations, and administrative practices in various jurisdictions may be subject to significant change, with or without notice, due to economic, political, or other conditions, and significant judgment is required in evaluating and estimating our provision and accruals for these taxes. Such changes could result in a substantial increase in our aggregate tax liability and the effective tax rate on all or a portion of our income.

In recent years, the OECD, with the support of the G20, has developed proposals to address perceived base erosion and profit shifting (“BEPS”). BEPS refers to tax planning strategies that exploit gaps and mismatches in tax rules to artificially shift profits to locations with low or no tax and little or no economic activity, for the purpose of reducing a multinational group’s aggregate tax liability. In 2021, the OECD/G20 Inclusive Framework on BEPS published a statement updating and finalizing the key components of a “two pillar” plan for global tax reform, as agreed among a number of countries across the globe. Pillar I addresses tax nexus and the allocation of profits for tax purposes. Under Pillar II, a global minimum tax at the rate of 15% would be imposed on certain companies whose revenues exceed a threshold. In December 2022, the member states of the European Union unanimously voted to adopt the OECD’s minimum tax rules and phase them into national law, and in February 2023 the OECD released technical guidance on the global minimum tax which was agreed by consensus of the BEPS 2.0 (Pillars I and II) signatory jurisdictions. Under the European Union’s minimum tax directive, member states are to adopt domestic legislation implementing the minimum tax rules effective for periods beginning on or after December 31, 2023, with the “under-taxed profit rule” to take effect for periods beginning on or after December 31, 2024. Legislatures in multiple countries outside of the European Union have also drafted legislation to implement the OECD’s minimum tax proposal. As a result of these developments, the tax laws of certain countries in which we and our affiliates do business could change on a prospective or retroactive basis, and any such changes, including the adoption of the global minimum tax rules, could have a material adverse effect on our aggregate tax liability and effective tax rate in the future.

Bermuda Tax Risks

Our company could in the future become subject to income tax in Bermuda.

Under current Bermuda law, there is no income, corporate or profits tax or withholding tax, capital gains tax or capital transfer tax payable by the company. The company has applied for and has obtained from the Minister of Finance under The Exempted Undertaking Tax Protection Act 1966, as amended, an assurance that, in the event that Bermuda enacts legislation imposing tax computed on profits, income, any capital asset, gain or appreciation, or any tax in the nature of estate duty or inheritance, then the imposition of any such tax shall not be applicable to the company or to any of its operations or its shares, debentures or other obligations, until March 31, 2035. The company could be subject to taxes in Bermuda after that date. This assurance is subject to the proviso that it is not to be construed so as to prevent the application of any tax or duty to such persons as are ordinarily resident in Bermuda or to prevent the application of any tax payable in accordance with the provisions of the Land Tax Act 1967 or otherwise payable in relation to any property leased to the company. The company pays annual Bermuda government fees, and one or more licensed Bermuda subsidiaries pay annual insurance license fees. In addition, all entities employing individuals in Bermuda are required to pay a payroll tax and there are other sundry taxes payable, directly or indirectly, to the Bermuda government.

Canadian Tax Risks

The exchange of Brookfield Class A Shares for class A-1 exchangeable shares pursuant to the Offer, and the exchange of class A-1 exchangeable shares or class A exchangeable shares, as applicable, for Brookfield Class A Shares pursuant to the exercise of the exchange right, will result in a disposition of the Brookfield Class A Shares, class A-1 exchangeable shares or class A exchangeable shares, as applicable, for Canadian federal income tax purposes.

The exchange of Brookfield Class A Shares for class A-1 exchangeable shares pursuant to the Offer and the exchange of class A-1 exchangeable shares or class A exchangeable shares, as applicable, for Brookfield Class A Shares pursuant to the exercise of the exchange right will result in a disposition of the Brookfield Class A Shares, class A-1 exchangeable shares or class A exchangeable shares, as applicable, for Canadian federal income tax purposes. Resident Holders (as defined herein) generally will be subject to Canadian federal income tax on any resulting capital gain as further described under “Certain Material Canadian Federal Income Tax Considerations — Taxation of Holders Resident in Canada”. Non-Resident Holders (as defined herein) generally will not be subject to Canadian federal income tax on any resulting capital gain unless the Brookfield Class A Shares or class A-1 exchangeable shares or class A exchangeable shares, as applicable, constitute “taxable Canadian property” (as defined in the Tax Act) of the Non-Resident Holder as further described under “Certain Material Canadian Federal Income Tax Considerations — Taxation of Holders not Resident in Canada”.

Dividends received or deemed to be received by Resident Holders on the class A-1 exchangeable shares or class A exchangeable shares, as applicable, will not be subject to the same Canadian federal income tax treatment as taxable dividends received or deemed to be received by Resident Holders from “taxable Canadian corporations”.

Dividends received (or deemed to be received) on the class A-1 exchangeable shares or class A exchangeable shares, as applicable, by a Resident Holder who is an individual will be included in computing the Resident Holder’s income and will not be subject to the gross-up and dividend tax credit rules normally applicable under the Tax Act to taxable dividends received from “taxable Canadian corporations” (as defined in the Tax Act).

Dividends received on the class A-1 exchangeable shares or class A exchangeable shares, as applicable, by a Resident Holder that is a corporation will be included in computing the corporate Resident Holder’s income and such Resident Holder will not be entitled to the inter-corporate dividend deduction in computing taxable income which generally applies to dividends received from taxable Canadian corporations.

Changes in Canadian federal income tax law might adversely affect our shareholders.

There can be no assurance that Canadian federal income tax laws, the judicial interpretation thereof, or the administrative policies and assessing practices of the CRA will not be changed in a manner that adversely affects our shareholders or Brookfield Corporation, our company or their affiliates. Any such developments may have a material adverse effect on our shareholders or the business, financial condition, and operating results of Brookfield Corporation, our company or any of their affiliates.

There can be no assurance that the class A exchangeable shares, class A-1 exchangeable shares or Brookfield Class A Shares will continue to be qualified investments for Registered Plans.

Our company and Brookfield Corporation, as applicable, will endeavor to ensure that the class A exchangeable shares, class A-1 exchangeable shares and Brookfield Class A Shares, as applicable, continue to be qualified investments for Registered Plans. However, no assurance can be given in this regard. The Tax Act imposes penalties for the acquisition or holding of non-qualified investments by Registered Plans. See Section 15 of the Circular, “Certain Material Canadian Federal Income Tax Considerations — Eligibility for Investment”.

U.S. Tax Risks

The U.S. federal income tax consequences to a U.S. Holder that tenders Brookfield Class A Shares pursuant to the Offer are uncertain.

We intend to treat the class A-1 exchangeable shares as stock of our company for all U.S. federal income tax purposes, in which case a U.S. Holder that tenders Brookfield Class A Shares pursuant to the Offer generally will recognize capital gain or loss for U.S. federal income tax purposes equal to the difference between the fair market value of the class A-1 exchangeable shares received pursuant to the Offer and the holder’s adjusted tax basis in the Brookfield Class A Shares exchanged therefor. However, the characterization of the class A-1 exchangeable shares and related rights for U.S. federal income tax purposes is uncertain. It is possible for the class A-1 exchangeable shares to be treated as stock of Brookfield Corporation for U.S. federal income tax purposes, in which case a U.S. Holder that tenders Brookfield Class A Shares pursuant to the Offer generally should not recognize gain or loss for U.S. federal income tax purposes upon the receipt of the class A-1 exchangeable shares. It is also possible for the class A-1 exchangeable shares and related rights to be treated as a derivative financial instrument, in which case the exchange by a U.S. Holder of Brookfield Class A Shares for class A-1 exchangeable shares pursuant to the Offer may be treated as a sale of the Brookfield Class A Shares or as a taxable distribution on Brookfield Class A Shares, depending on the circumstances. These uncertain U.S. federal income tax consequences are described in greater detail below under the heading “Certain Material United States Federal Income Tax Considerations — Consequences to U.S. Holders — Exchange of Brookfield Class A Shares Pursuant to the Offer”. U.S. Holders are urged to consult their tax advisers regarding the proper U.S. federal income tax treatment of the exchange of Brookfield Class A Shares for class A-1 exchangeable shares pursuant to the Offer.

The U.S. federal income tax treatment of the class A-1 exchangeable shares is uncertain.

The U.S. federal income tax consequences to U.S. Holders of the ownership and disposition of class A-1 exchangeable shares will depend, in part, on whether the class A-1 exchangeable shares are, for U.S. federal income tax purposes, treated as stock of our company. No authority directly addresses the U.S. federal income tax treatment of a security with terms and related rights similar to the class A-1 exchangeable shares, and therefore the tax treatment of the class A-1 exchangeable shares is uncertain. We intend to treat the class A-1 exchangeable shares as stock of our company for all U.S. federal income tax purposes, including for U.S. federal income tax reporting purposes, and we believe that U.S. Holders have a reasonable basis for taking this position. However, alternative characterizations are possible. For example, the U.S. Internal Revenue Service (“IRS”) or a court might characterize the class A-1 exchangeable shares and related rights as stock of Brookfield Corporation or as a derivative financial instrument, with complex and uncertain tax consequences. No assurance can be provided that the IRS or a court will agree with our position that the class A-1 exchangeable shares constitute stock of our company, and the U.S. federal income tax consequences of an alternative characterization of the class A-1 exchangeable shares could be materially adverse to U.S. Holders, as described in greater detail below under the heading “Certain Material United States Federal Income Tax Considerations — Consequences to U.S. Holders”. U.S. Holders are urged to consult their tax advisers regarding the proper U.S. federal income tax treatment of the class A-1 exchangeable shares.

The U.S. federal income tax consequences to U.S. Holders of the exchange, conversion or redemption of class A-1 exchangeable shares are uncertain.

We intend to treat the class A-1 exchangeable shares as stock of our company for all U.S. federal income tax purposes. In such case, a U.S. Holder that exchanges class A-1 exchangeable shares for Brookfield Class A Shares pursuant to the exercise of the exchange right generally will recognize capital gain or loss for U.S. federal income tax purposes equal to the difference between the fair market value of the Brookfield Class A Shares received (plus the amount of any cash received) and the holder’s adjusted tax basis in the class A-1 exchangeable shares exchanged therefor, a U.S. Holder that converts class A-1 exchangeable shares into class A exchangeable shares pursuant to the exercise of the conversion right may qualify for nonrecognition for U.S. federal income tax

purposes, and the redemption of a U.S. Holder’s class A-1 exchangeable shares by our company generally will be treated with respect to the U.S. Holder either as (i) a sale or exchange eligible for capital gain or loss treatment or (ii) a distribution in respect of class A-1 exchangeable shares, depending on the circumstances. However, it is possible for the class A-1 exchangeable shares to be treated as stock of Brookfield Corporation for U.S. federal income tax purposes. In such case, a U.S. Holder that exchanges class A-1 exchangeable shares for Brookfield Class A Shares generally should not recognize gain or loss for U.S. federal income tax purposes, a U.S. Holder that converts class A-1 exchangeable shares into class A exchangeable shares may recognize gain or loss equal to the difference between the fair market value of the class A exchangeable shares received and the holder’s adjusted tax basis in the class A-1 exchangeable shares so converted, a U.S. Holder whose class A-1 exchangeable shares are redeemed by our company for Brookfield Class A Shares generally will be required to recognize gain or loss equal to the difference between the fair market value of such Brookfield Class A Shares and the holder’s adjusted tax basis in the class A-1 exchangeable shares so redeemed, and our company’s redemption of a U.S. Holder’s class A-1 exchangeable shares for cash generally will be treated with respect to the U.S. Holder either as (i) a sale or exchange eligible for capital gain or loss treatment or (ii) a distribution in respect of class A-1 exchangeable shares, depending on the circumstances. It is also possible for the class A-1 exchangeable shares and related rights to be treated as a derivative financial instrument, in which case the exchange or redemption of a U.S. Holder’s class A-1 exchangeable shares for Brookfield Class A Shares or the conversion by a U.S. Holder of class A-1 exchangeable shares into class A exchangeable shares may be a taxable event giving rise to ordinary income or loss. These uncertain U.S. federal income tax consequences are described in greater detail below under the heading “Certain Material United States Federal Income Tax Considerations — Consequences to U.S. Holders — Ownership and Disposition of Class A-1 Exchangeable Shares Received Pursuant to the Offer”. U.S. Holders are urged to consult their tax advisers regarding the U.S. federal income tax consequences of the exchange, conversion or redemption of class A-1 exchangeable shares.

The U.S. federal income tax treatment of the class A exchangeable shares received upon the exercise of the conversion right is uncertain.

The U.S. federal income tax consequences to U.S. Holders of the ownership and disposition of class A exchangeable shares received upon the exercise of the conversion right depend, in part, on whether the class A exchangeable shares are, for U.S. federal income tax purposes, treated as stock of our company. No authority directly addresses the U.S. federal income tax treatment of a security with terms and related rights similar to the class A exchangeable shares, and therefore the tax treatment of the class A exchangeable shares is uncertain. We treat the class A exchangeable shares as stock of our company for all U.S. federal income tax purposes, but alternative characterizations are possible. For example, the IRS or a court might characterize the class A exchangeable shares and related rights as stock of Brookfield Corporation or as a derivative financial instrument, with complex and uncertain tax consequences. No assurance can be provided that the IRS or a court will agree with our position that the class A exchangeable shares constitute stock of our company, and the U.S. federal income tax consequences of an alternative characterization of the class A exchangeable shares could be materially adverse to U.S. Holders. U.S. Holders are urged to consult their tax advisers regarding the proper U.S. federal income tax treatment of the class A exchangeable shares.

If our company is classified as a passive foreign investment company, U.S. persons who own exchangeable shares could be subject to adverse U.S. federal income tax consequences.

If our company is classified as a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes, a U.S. Holder who owns exchangeable shares could be subject to adverse tax consequences, including a greater tax liability than might otherwise apply, an interest charge on certain taxes deemed deferred as a result of our company’s non-U.S. status, and additional U.S. tax filing obligations, regardless of the number of exchangeable shares owned.

In general, a non-U.S. corporation will be a PFIC during a taxable year if (i) 75% or more of its gross income constitutes passive income or (ii) 50% or more of its assets produce, or are held for the production of, passive

income. For these purposes, passive income generally includes interest, dividends, and other investment income. However, under an “active insurance” exception, income is not treated as passive if it is derived in the “active conduct” of an insurance business by a “qualifying insurance corporation”. The IRS has issued final and proposed regulations providing guidance on various aspects of the PFIC rules, including the active insurance exception. The proposed regulations will not be effective unless and until they are adopted in final form, although taxpayers generally may rely on the proposed regulations before adoption, provided the proposed regulations are applied consistently.

Based on the current and expected income, assets, and activities of our company, we do not expect our company to be classified as a PFIC for the current taxable year or in the foreseeable future. However, there is significant uncertainty regarding the application of the final and proposed regulations. The IRS has requested comments on several aspects of the proposed regulations governing the active conduct of an insurance business, and it is uncertain when the proposed regulations will be made final or whether the provisions of any final or temporary regulations will vary from the proposed regulations. Moreover, the PFIC determination is made annually at the end of each taxable year and depends on a number of factors, some of which are beyond our company’s control, including the value of our company’s assets and the amount and type of its income. Accordingly, there can be no assurance that our company or any of its non-U.S. subsidiaries will not be classified as PFICs for any taxable year or that the IRS will agree with our company’s belief regarding its PFIC status. U.S. Holders are urged to consult their tax advisers regarding the application of the PFIC rules, including the final and proposed regulations, with respect to their ownership and disposition of exchangeable shares.

If any of our non-U.S. subsidiaries are determined to have related person insurance income, U.S. persons who own exchangeable shares may be subject to U.S. federal income taxation on their pro rata share of such income.

If, for U.S. federal income tax purposes, any non-U.S. subsidiary is treated as recognizing “related person insurance income” (“RPII”) in a taxable year and is also treated for such purposes in such taxable year as a “controlled foreign corporation” (an “RPII CFC”), then each U.S. person that owns exchangeable shares directly or indirectly through non-U.S. entities as of the last day in such taxable year generally must include in gross income its pro rata share of the RPII, determined as if the RPII were distributed proportionately only to all such U.S. persons, regardless of whether that income is distributed (with certain adjustments). A U.S. Holder that is a tax-exempt organization would be required to treat RPII as unrelated business taxable income.

RPII generally is any income of a non-U.S. corporation attributable to insuring or reinsuring risks of a U.S. person that owns (or is treated as owning) stock of such non-U.S. corporation, or risks of a person that is treated as related to such U.S. person for U.S. federal income tax purposes. However, the RPII rules do not apply to income derived from a non-U.S. insurance subsidiary if (i) direct and indirect insureds and persons related to such insureds, whether or not U.S. persons, are treated as owning (directly or indirectly through entities) less than 20% of the voting power and less than 20% of the value of the shares of such non-U.S. insurance subsidiary or (ii) RPII, determined on a gross basis, is less than 20% of the gross insurance income of such non-U.S. insurance subsidiary for the taxable year. In general, our company believes that its non-U.S. insurance subsidiaries are likely to have operated in such a manner as to qualify for at least one of the foregoing exceptions. However, our company does not track the identity of shareholders or persons who are insured by its subsidiaries for this purpose, and therefore our company has made no formal determination as to whether either of the foregoing exceptions applies to any of its non-U.S. subsidiaries.

The IRS has issued proposed regulations providing guidance on certain aspects of the determination of RPII, including RPII arising from insurance coverage of a person related to a U.S. shareholder of a RPII CFC, as well as certain “cross-insurance” arrangements. Although we continue to evaluate the implications of the proposed regulations, we do not expect the proposed regulations, if finalized as proposed, to cause U.S. Holders to be treated as earning RPII.

The application of the RPII rules to U.S. Holders is subject to uncertainty. Accordingly, there can be no assurance that the above RPII rules will not apply or that the IRS will agree with our company’s conclusions regarding the application of the RPII rules. U.S. Holders are urged to consult their tax advisers regarding the application of the RPII rules, including the proposed regulations, with respect to their ownership and disposition of exchangeable shares.

U.S. persons who sell or otherwise dispose of exchangeable shares in a taxable transaction may be required to treat gain as ordinary income for U.S. federal income tax purposes and comply with certain reporting requirements.

In general, if a U.S. person sells or taxably disposes of shares of a non-U.S. corporation that would be taxed under the provisions of the Code, applicable to U.S. insurance companies if it were a U.S. corporation, and the non-U.S. corporation is (or would be but for certain exceptions) treated as an RPII CFC, then any gain realized on the disposition may be recharacterized as a dividend to the extent of the U.S. person’s share of the corporation’s undistributed earnings and profits that were accumulated during the period that the U.S. person owned the shares (possibly whether or not those earnings and profits are attributable to RPII). In addition, the shareholder might be required to comply with certain reporting requirements, regardless of the number of shares owned.

Our company does not directly engage in an insurance or reinsurance business, but it has non-U.S. subsidiaries that do so. Based on the absence of legal authority, there is a strong argument that gain realized upon the disposition of exchangeable shares should not be recharacterized as a dividend for U.S. federal income tax purposes under this special rule, because our company is not directly engaged in the insurance business. However, there can be no assurance that the IRS will not successfully assert that this tax treatment applies in such circumstances and thus may apply to a U.S. Holder who recognizes taxable gain from the sale or other taxable disposition of exchangeable shares. U.S. Holders are urged to consult their tax advisers regarding the application of the foregoing rules to their ownership and disposition of exchangeable shares.

The U.S. federal base erosion and anti-abuse tax may significantly increase our tax liability.

Our U.S. subsidiaries may be subject to the base erosion and anti-abuse tax (the “BEAT”). The BEAT operates as a minimum tax and generally is calculated as a percentage (10% for certain taxable years before 2026 and 12.5% thereafter) of the “modified taxable income” of an “applicable taxpayer”. Modified taxable income is calculated by adding back to a taxpayer’s regular taxable income the amount of certain “base erosion tax benefits” with respect to certain payments made to non-U.S. affiliates, as well as the “base erosion percentage” of any net operating loss deductions. The BEAT applies only to the extent it exceeds a taxpayer’s regular corporate income tax liability (determined without regard to certain tax credits) and only in years in which the “base erosion percentage” exceeds a specified percentage. If applicable in any given year, the BEAT may significantly increase the tax liability of our U.S. subsidiaries for such year.

Our company or our non-U.S. subsidiaries may be subject to U.S. federal income taxation in an amount greater than expected, which could have a material adverse effect on our financial condition and operating results.

Our company and certain of its subsidiaries are treated as foreign corporations under the Code. Any such non-U.S. subsidiary that is considered to be engaged in a trade or business in the United States generally will be subject to U.S. federal income taxation on a net basis on its income that is effectively connected with such U.S. trade or business (including a branch profits tax on the portion of its earnings and profits that is attributable to such income, subject to certain adjustments), unless otherwise provided under an applicable income tax treaty. In addition, a non-U.S. subsidiary generally will be subject to U.S. federal income taxation on a gross basis on certain U.S.-source income, as well as a U.S. federal excise tax on certain premiums earned on insurance with respect to U.S. risks that are not effectively connected with a U.S. trade or business, unless otherwise provided under an applicable income tax treaty.

We expect each of our non-U.S. subsidiaries to operate in a manner that will not cause it to be treated as engaged in a trade or business within the United States or, if applicable under an income tax treaty, as carrying on a business in the United States through a permanent establishment. However, the potential application of the BEAT (discussed above), the complex application of the rules for determining the U.S. federal income tax liability of a corporation under U.S. federal income tax reform legislation signed into law on December 22, 2017 (the “Tax Cuts and Jobs Act”), and other factors, including any future tax legislation, may cause some or all of the non-U.S. subsidiaries to conduct business differently. Moreover, there is considerable uncertainty as to when a foreign corporation is engaged in a trade or business within the United States and as to what constitutes a permanent establishment under the applicable tax treaties.

Based on such uncertainty, there can be no assurance that the IRS will not contend successfully that one or more of our non-U.S. subsidiaries is engaged in a trade or business (or carrying on business through a permanent establishment) in the United States. If one or more of the non-U.S. subsidiaries were treated as engaged in a trade or business (or carrying on business through a permanent establishment) in the United States, then such non-U.S. subsidiaries could be subject to U.S. federal income taxation on the portion of their net income treated as effectively connected with a U.S. trade or business (or their business profits attributable to a U.S. permanent establishment), as well as the U.S. branch profits tax. Any such U.S. federal income taxation could result in substantial tax liabilities and consequently could have a material adverse effect on our business, financial condition, and operating results.

Changes in U.S. tax law might adversely affect us or our shareholders.

The tax treatment of our company and its subsidiaries may be the subject of future U.S. tax legislation. We cannot predict whether any particular proposed legislation will be enacted or, if enacted, what the specific provisions or the effective date of any such legislation would be, or whether it would have any effect on our company or its subsidiaries. No assurance can be provided that future legislative, administrative, or judicial developments will not result in an increase in the amount of U.S. tax payable by our company, its subsidiaries, or shareholders. Any such developments could have a material and adverse effect on shareholders or our business, financial condition, and operating results.

We may become subject to U.S. withholding tax under FATCA.

The Foreign Account Tax Compliance provisions of the Hiring Incentives to Restore Employment Act of 2010 (“FATCA”) impose a 30% withholding tax on “withholdable payments” made to a “foreign financial institution” or a “non-financial foreign entity”, unless such financial institution or entity satisfies certain information reporting or other requirements. Withholdable payments include certain U.S.-source income, such as interest, dividends, and other passive income. We intend to comply with FATCA, so as to ensure that the 30% withholding tax does not apply to any withholdable payments received by our company or any of our non-U.S. subsidiaries. However, no assurance can be provided in this regard. We may become subject to withholding tax or penalties if we are unable to comply with FATCA.

There is U.S. income tax risk associated with reinsurance between U.S. insurance companies and their non-U.S. affiliates.

If a reinsurance agreement is entered into among related parties, the IRS is permitted to reallocate or recharacterize income, deductions, or certain other items, and to make any other adjustment, to reflect the proper amount, source, or character of the taxable income of each of the parties. If the IRS were to successfully challenge our reinsurance arrangements, then our business, financial condition, and operating results could be adversely affected.

Risks Relating to the AEL Acquisition

Failure to complete the AEL Acquisition could negatively impact the future business and financial results of our company.

The closing of the AEL Acquisition is subject to satisfaction or waiver of a number of customary closing conditions, including, among other things, the approval of AEL shareholders and receipt of insurance regulatory approvals in relevant jurisdictions and the expiration or termination of the applicable waiting period (and any extension thereof) under the HSR Act. Although we expect that the AEL Acquisition will close in the first half of 2024, there is no guarantee that the AEL Acquisition will close on such timeline, or at all. If the AEL Acquisition is not completed, the ongoing businesses of our company may be adversely affected and our company will be subject to several risks, including (i) having to pay certain costs relating to the AEL Acquisition, such as legal, accounting, financial advisor, filing, printing and mailing fees; and (ii) the focus of management teams on the AEL Acquisition instead of on pursuing other opportunities that could be beneficial; in each case, without realizing any of the benefits of having the AEL Acquisition completed. In addition, if the AEL Acquisition is not completed, our company may experience negative reactions from the financial markets and from regulators, rating agencies, prospective customers and counterparties and other insurance industry participants. If the AEL Acquisition is not completed, these risks may still materialize and may adversely affect the business, financial results and stock prices of our company.

Following the AEL Acquisition, we may not realize the anticipated benefits of the AEL Acquisition.

Even if we are successful in closing the AEL Acquisition, we may fail to realize some or all of the anticipated benefits of the AEL Acquisition, including as a result of potential unknown liabilities and expenses within the business that were not identified by us during due diligence, or because of changes in our business or the business or industry of AEL between the time we entered into the AEL Merger Agreement and closing of the AEL Acquisition. Furthermore, following the AEL Acquisition, the size and complexity of our business will increase significantly, and we may be exposed to additional risk factors that we are not exposed to through our existing business, including risks relating to AEL’s business. Our future success depends, in part, upon our ability to manage our expanded business, and mitigate such risk factors, which may pose substantial challenges for management, including challenges related to the management and monitoring of new operations and associated increased costs and complexity.

OFFER TO EXCHANGE

TO: THE HOLDERS OF CLASS A LIMITED VOTING SHARES OF BROOKFIELD CORPORATION

The accompanying materials contain important information and should be read carefully before making a decision in respect of the Offer and the Circular, which is incorporated into and forms part of the Offer.

1.	The Offer

Brookfield Reinsurance invites Brookfield Shareholders to tender for exchange some or all of their Brookfield Class A Shares for newly-issued class A-1 exchangeable shares of Brookfield Reinsurance on the terms and subject to the conditions set forth in the Offer to Exchange, the Circular and the related Letter of Transmittal and the Notice of Guaranteed Delivery. Under applicable U.S. securities laws, Brookfield Corporation may also be deemed an offeror with respect to the Offer because the class A-1 exchangeable shares are exchangeable for Brookfield Class A Shares and the Brookfield Class A Shares acquired in the Offer may be returned to Brookfield Corporation in certain circumstances. See Section 10 of the Offer, “Taking Up and Exchange of Tendered Brookfield Class A Shares”.

Brookfield Reinsurance was incorporated on December 10, 2020 under the Bermuda Act as an exempted company limited by shares. Our company operates a leading capital solutions business providing insurance and reinsurance services to individuals and institutions. Through our operating subsidiaries, we offer a broad range of insurance products and services to individuals and institutions, including life insurance and annuities and personal and commercial property and casualty insurance. In doing so, we seek to match our liabilities with a portfolio of high-quality investments in order to generate attractive, risk-adjusted returns within our business. We leverage our relationship with Brookfield in order to opportunistically source new business and deploy our capital in assets that are tailored to our investment needs. Our relationship with Brookfield provides us with access to a diverse mix of leading alternative investment strategies that we believe are well-suited for this purpose. For more information on Brookfield Reinsurance, see Item 4.A of Brookfield Reinsurance’s Annual Report, “History and Development of the Company”.

Share on a one-for-one basis, Brookfield Class A Shares are not by their terms exchangeable for class A-1 exchangeable shares. As described above, the Offer therefore provides an important opportunity for holders of Brookfield Class A Shares that would prefer to hold more of their interest in overall Brookfield through the ownership of exchangeable shares of Brookfield Reinsurance, which represents an alternative security through which to hold an interest in Brookfield Corporation. Following the completion of the Offer, it is expected that the Brookfield Class A Shares tendered in the Offer will either be returned to Brookfield Corporation for cancellation or, subject to applicable law and regulatory requirements, retained by Brookfield Reinsurance. The class A-1 exchangeable shares being offered are non-voting in order to address, among other things, certain insurance regulations applicable to Brookfield Reinsurance, which generally prohibit any person from owning more than 10% of the voting shares of our company without having received the requisite regulatory approvals. Following the Offer, investors who desire to do so will have the right to exchange their class A-1 exchangeable shares into Brookfield Class A Shares or convert their class A-1 exchangeable shares into class A exchangeable shares on a one-for-one basis, provided that no holder will be permitted to convert their class A-1 exchangeable shares, and our company will not effect any conversions of class A-1 exchangeable shares, into class A exchangeable shares unless the requesting holder has provided evidence satisfactory to the company that such holder or its affiliate either (i) will not, after giving effect to the conversion, have control or direction over more than 9.9% of the outstanding class A exchangeable shares or (ii) has received all necessary regulatory approval to obtain more than 9.9% of the class A exchangeable shares, as determined by our company acting reasonably. See Section 1 of the Circular, “Information with respect to Brookfield Reinsurance — Description of Our Share Capital”, Section 5 of the Circular, “Purpose of and Background to the Offer” and Section 10 of the Offer, “Taking Up and Exchange of Tendered Brookfield Class A Shares”.

The Offer is subject to a number of conditions, including the Listing Condition. Brookfield Reinsurance, subject to applicable law, reserves the right to terminate the Offer and not take up and exchange any Brookfield Class A Shares tendered in the Offer if the conditions to the Offer are not satisfied or, where permitted, waived. Brookfield Reinsurance may not waive the Listing Condition. See Section 8 of the Offer to Exchange, “Conditions to the Offer”.

Under the Offer, each Brookfield Shareholder who has properly tendered Brookfield Class A Shares, and who has not properly withdrawn such Brookfield Class A Shares, will receive one class A-1 exchangeable share for each Brookfield Class A Share tendered, on the terms and subject to the conditions of the Offer, including the provisions relating to pro-ration upon over subscription of the Offer as described herein.

The Depositary will return all Brookfield Class A Shares not exchanged under the Offer (including Brookfield Class A Shares not exchanged because of pro-ration, improper tenders, or Brookfield Class A Shares not taken up due to the termination of the Offer), or properly withdrawn before the Expiration Time, promptly after the Expiration Time or termination of the Offer, or the date of withdrawal of the Brookfield Class A Shares, in any case without expense to the tendering Brookfield Shareholders.

Each of the Brookfield Reinsurance Board of Directors and the Brookfield Corporation Board of Directors has approved the Offer. While both Brookfield Reinsurance and Brookfield Corporation believe that exchanges under the Offer by holders who prefer to invest in Brookfield overall through the ownership of exchangeable shares will be beneficial to Brookfield Reinsurance and Brookfield, neither of Brookfield Reinsurance, Brookfield Corporation or their respective affiliates, the Brookfield Reinsurance Board of Directors, the Brookfield Corporation Board of Directors or the Depositary makes any recommendation to you or to any other Brookfield Shareholders as to whether to tender or refrain from tendering Brookfield Class A Shares under the Offer. Because the Offer relates to approximately 2.44% of the Brookfield Class A Shares, and Brookfield

Reinsurance currently does not beneficially own any Brookfield Class A Shares, no directors’ circular or Schedule 14D-9 from the Brookfield Corporation Board of Directors with respect to the Offer will be sent to Brookfield Shareholders. Although supportive of the Offer, Brookfield Corporation is not making any recommendation to Brookfield Shareholders because each class A-1 exchangeable share has been structured with the intention of providing an economic return equivalent to one Brookfield Class A Share and because there are a number of factors specific to each Brookfield Shareholder that will affect a shareholder’s decision as to whether to tender their Brookfield Class A Shares pursuant to the Offer. You must make your own decisions as to whether to tender Brookfield Class A Shares under the Offer, and, if so, how many Brookfield Class A Shares to tender.

Although Brookfield Corporation is not making a recommendation to Brookfield Shareholders, it believes that the Offer is attractive to Brookfield Shareholders because the Offer provides shareholders with an opportunity, at their option, to increase their ownership of exchangeable shares of Brookfield Reinsurance. Although the exchange of Brookfield Class A Shares for class A-1 exchangeable shares in the Offer is itself a taxable event, the Offer provides Canadian and U.S. investors with the opportunity to receive returns of capital on the class A-1 exchangeable shares (instead of, in the case of the Brookfield Class A Shares, taxable dividends) and provides non-Canadian investors with the ability to receive distributions on their exchangeable shares without the imposition of withholding tax. Brookfield Shareholders should carefully consider all relevant factors with their own financial advisers, including the income tax consequences of the Offer, of tendering their Brookfield Class A Shares pursuant to the Offer and of holding our exchangeable shares. See Section 14 of the Circular, “Certain Material United States Federal Income Tax Considerations” and Section 15 of the Circular, “Certain Material Canadian Federal Income Tax Considerations”.

The Offer is being made only for Brookfield Class A Shares and not for any Other Securities. Any holder of Other Securities who wishes to accept the Offer must exercise the rights under such Other Securities in order to acquire Brookfield Class A Shares and then tender those Brookfield Class A Shares to the Offer.

The Offer to Exchange and related Letter of Transmittal and Notice of Guaranteed Delivery contain important information and should be read carefully and in their entirety before making a decision with respect to the Offer.

Each Brookfield Shareholder who has properly tendered Brookfield Class A Shares and who has not properly withdrawn such Brookfield Class A Shares will be entitled to receive one class A-1 exchangeable share subject to proration as described below.

2.	Dissent/Appraisal Rights

The Offer does not create any right of a Brookfield Shareholder to dissent in respect of any transaction or to make an application to receive the fair value of the Brookfield Class A Shares.

3.	Number of Brookfield Class A Shares and Pro-Ration of Tenders

If, at the Expiration Time, the aggregate number of Brookfield Class A Shares properly tendered and not properly withdrawn does not exceed 40,000,000, Brookfield Reinsurance will, upon the terms and subject to the conditions of the Offer, exchange one Brookfield Class A Shares tendered for one class A-1 exchangeable shares.

If, at the Expiration Time, the aggregate number of Brookfield Class A Shares properly tendered and not properly withdrawn exceeds 40,000,000, Brookfield Reinsurance will accept 40,000,000 Brookfield Class A Shares for exchange on a pro rata basis according to the total number of Brookfield Class A Shares tendered. Brookfield Reinsurance’s determination as to pro-ration will be final and binding on all parties.

Brookfield Reinsurance will not take up or deliver any fractional shares in connection with the Offer. If necessary to avoid the creation of a fractional share, the number of Brookfield Class A Shares to be acquired from a registered holder will be rounded down to the closest whole number, and the remaining whole number of Brookfield Class A Shares not acquired will be returned to the tendering Brookfield Shareholders.

4.	Announcement of the Results of the Offer

Brookfield Reinsurance will publicly announce the results of the Offer, including the number of Brookfield Class A Shares validly tendered in the Offer, promptly after the Expiration Time.

5.	Procedure for Tendering Brookfield Class A Shares

Proper Tender of Brookfield Class A Shares

To tender Brookfield Class A Shares pursuant to the Offer, (i) all tendered Brookfield Class A Shares in proper form for transfer (including original share certificates, if such Brookfield Class A Shares are held in certificated form, or DRS positions), together with a properly completed and duly executed Letter of Transmittal (or a manually executed photocopy thereof) relating to such Brookfield Class A Shares with signatures that are guaranteed if so required in accordance with the Letter of Transmittal, and any other documents required by the Letter of Transmittal must be received by the Depositary at the address listed in the Letter of Transmittal prior to the Expiration Time, (ii) the guaranteed delivery procedure described below must be followed, or (iii) such Brookfield Class A Shares must be transferred pursuant to the procedures for book entry transfer described below (and a Book-Entry Confirmation through the CDSX system (in the case of Brookfield Class A Shares held by CDS) or an Agent’s Message (in the case of Brookfield Class A Shares held in DTC) must be received by the Depositary in lieu of a Letter of Transmittal). For greater certainty, Brookfield Shareholders whose Brookfield Class A Shares are held through DRS (or represented by an ownership statement must only deliver a completed and duly executed Letter of Transmittal), and any other documents required by the Letter of Transmittal, in order to validly tender Brookfield Class A Shares.

In accordance with Instruction 4 in the Letter of Transmittal or the Book-Entry Confirmation or Agent’s Message in lieu thereof, each Brookfield Shareholder desiring to deposit Brookfield Class A Shares pursuant to the Offer should indicate the number of Brookfield Class A Shares such Brookfield Shareholder desires to tender.

If your Brookfield Class A Shares are held through a broker, dealer, commercial bank, trust company or other nominee, you must request that your broker, dealer, commercial bank, trust company or other nominee tender your Brookfield Class A Shares for you. If your Brookfield Class A Shares are so held, you should immediately contact such nominee in order to take the necessary steps to be able to tender such Brookfield Class A Shares under the Offer. In addition, it is likely that such broker, dealer, commercial bank, trust company or other nominee has an earlier deadline, for administrative reasons, for you to act to instruct such nominee to tender Brookfield Class A Shares on your behalf. We urge you to contact your broker, dealer, commercial bank, trust company or other nominee to confirm any earlier deadline.

Participants of CDS and DTC should contact CDS or DTC, as applicable, to obtain instructions with respect to the tender of Brookfield Class A Shares under the Offer. All CDS and DTC participants should tender Brookfield Class A Shares at the beneficial shareholder level. For example, a CDS or DTC participant tendering Brookfield Class A Shares on behalf of three beneficial shareholders should complete three separate tenders, one for each beneficial shareholder.

Signature Guarantees

No signature guarantee is required on the Letter of Transmittal if either (i) the Letter of Transmittal is signed by the registered holder of the Brookfield Class A Shares exactly as the name of the registered holder appears on the DRS position, ownership statement or Brookfield Class A Share certificate tendered therewith, and payment and delivery are to be made directly to such registered holder, or (ii) Brookfield Class A Shares are tendered for the account of an Eligible Institution. Members of these programs are usually members of a recognized stock exchange in Canada or the United States, members of the Investment Dealers Association of Canada, members of the Financial Industry Regulatory Authority or banks and trust companies in the United States. In all other cases, all signatures on the Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 1 in the related Letter of Transmittal.

If a certificate, ownership statement or DRS position representing Brookfield Class A Shares is registered in the name of a person other than the signatory to a related Letter of Transmittal, or if payment is to be made, or certificates, ownership statements or DRS positions representing Brookfield Class A Shares not exchanged or tendered are to be issued to a person other than the registered holder, the certificate, ownership statement or DRS position must be endorsed or accompanied by an appropriate stock power, in either case, signed exactly as the name of the registered holder appears on the certificate, DRS position or ownership statement with the signature on the certificate or stock power signature guaranteed by an Eligible Institution.

Book-Entry Transfer Procedures – CDS

Any financial institution that is a participant in CDS may make book-entry delivery of the Brookfield Class A Shares through CDSX by causing CDS to deliver such Brookfield Class A Shares to the Depositary in accordance with the applicable CDS procedures. Delivery of Brookfield Class A Shares to the Depositary by means of book-entry through CDSX will constitute a valid tender under the Offer.

Brookfield Shareholders may accept the Offer by following the procedures for a book-entry transfer of Brookfield Class A Shares established by CDS, provided that a Book-Entry Confirmation through CDSX is received by the Depositary at its office in Toronto, Ontario prior to the Expiration Time in connection with the tender of such Brookfield Class A Shares. Brookfield Shareholders, through their respective CDS participants, who utilize CDSX to accept the Offer via book-entry of their holdings with CDS, shall be deemed to have completed and submitted a Letter of Transmittal and to be bound by the terms thereof and therefore such instructions received by the Depositary are considered to be a valid tender in accordance with the terms of the Offer. Delivery of documents to CDS does not constitute delivery to the Depositary.

Book-Entry Transfer Procedures – DTC

The Depositary may establish an account with respect to the Brookfield Class A Shares at DTC for purposes of the Offer. Any financial institution that is a participant in DTC may make book-entry delivery of the Brookfield Class A Shares by causing DTC to transfer such Brookfield Class A Shares into the Depositary’s account in accordance with DTC procedures for such transfer. Although delivery of the Brookfield Class A Shares may be effected under the Offer through book-entry transfer into the Depositary’s account at DTC, the related Letter of Transmittal (or a manually signed photocopy thereof) with any required signature guarantees, or (in the case of a book-entry transfer) an Agent’s Message in lieu of the related Letter of Transmittal and any other required documents must, in any case, be transmitted to and received by the Depositary at its Toronto, Ontario office address set forth on the back cover page of the Offer to Exchange and the Circular prior to the Expiration Time in connection with the tender of such Brookfield Class A Shares. Delivery of documents to DTC does not constitute delivery to the Depositary.

Brookfield Shareholders who are tendering by book-entry transfer to the Depositary’s account at DTC may execute their tender through DTC’s ATOP by transmitting their acceptance to DTC in accordance with DTC’s

ATOP procedures. DTC will then verify the acceptance, execute a book-entry delivery to the Depositary’s account at DTC and send an Agent’s Message to the Depositary. Delivery of the Agent’s Message by DTC will satisfy the terms of the Offer in lieu of execution and delivery of a Letter of Transmittal by the participant identified in the Agent’s Message. Accordingly, the Letter of Transmittal need not be completed by a Brookfield Shareholder tendering through ATOP.

Method of Delivery

The method of delivery of certificates representing Brookfield Class A Shares and all other required documents is at the option and sole risk of the tendering Brookfield Shareholder. If certificates representing Brookfield Class A Shares are to be sent by mail, registered mail that is properly insured is recommended and it is suggested that the mailing be made sufficiently in advance of the Expiration Time to permit delivery to the Depositary prior to such time. Delivery of a certificate representing Brookfield Class A Shares will only be deemed to occur upon actual receipt by the Depositary of such certificate.

Procedure for Guaranteed Delivery

If a Brookfield Shareholder wishes to tender Brookfield Class A Shares pursuant to the Offer and cannot deliver certificates for such Brookfield Class A Shares, or time will not permit all required documents to reach the Depositary prior to the Expiration Time, or the procedures for book-entry transfer cannot be completed on a timely basis, such Brookfield Class A Shares may nevertheless be tendered if all of the following conditions are met:

(a)

such tender is made by or through an Eligible Institution;

(b)

a properly completed and duly executed Notice of Guaranteed Delivery in the form provided by Brookfield Reinsurance with the Offer to Exchange, including (where required) a signature guarantee by an Eligible Institution in the form set forth in the Notice of Guaranteed Delivery is received by the Depositary, at its office in Toronto, Ontario prior to the Expiration Time; and

(c)

all tendered Brookfield Class A Shares (including original Brookfield Class A Share certificates, if such Brookfield Class A Shares are held in certificated form) in proper form for transfer, together with a properly completed and duly executed related Letter of Transmittal (or a manually executed photocopy thereof), or, in the case of a book-entry transfer, a Book-Entry Confirmation (in the case of Brookfield Class A Shares held in CDS) or Agent’s Message (in the case of Brookfield Class A Shares held in DTC), with signatures that are guaranteed if so required in accordance with the Letter of Transmittal, and any other documents required by the Letter of Transmittal, are received by the Toronto, Ontario office of the Depositary, before 5:00 p.m. (Eastern time) on or before the second trading day on the TSX and the NYSE after the Expiration Time.

The Notice of Guaranteed Delivery may be hand delivered, couriered, mailed or transmitted by e-mail transmission to the Toronto, Ontario office of the Depositary listed in the Notice of Guaranteed Delivery, and must include a guarantee by an Eligible Institution in the form set forth in the Notice of Guaranteed Delivery.

Notwithstanding any other provision hereof, the exchange of Brookfield Class A Shares tendered and accepted for exchange pursuant to the Offer will be made only after timely receipt by the Depositary of (i) certificates for such Brookfield Class A Shares (if such Brookfield Class A Shares are held in certificated form), (ii) a properly completed and duly executed related Letter of Transmittal (or a manually executed photocopy thereof) relating to such Brookfield Class A Shares, with signatures that are guaranteed if so required, (iii) in the case of a book-entry transfer, a Book-Entry Confirmation or Agent’s Message, and (iv) any other documents required by the Letter of Transmittal.

The tender information specified in a Notice of Guaranteed Delivery by a person completing such Notice of Guaranteed Delivery will, in all circumstances, take precedence over the tender information that is specified in the related Letter of Transmittal that is subsequently delivered.

Return of Unexchanged Brookfield Class A Shares

Certificates or DRS positions for all Brookfield Class A Shares not exchanged under the Offer (including Brookfield Class A Shares not exchanged because of pro-ration, improper tenders or Brookfield Class A Shares not taken up due to termination of the Offer), or properly withdrawn before the Expiration Time, will be returned (in the case of certificates or DRS positions representing Brookfield Class A Shares all of which are not exchanged) or replaced with new certificates or DRS positions representing the balance of Brookfield Class A Shares not exchanged (in the case of certificates or DRS positions representing Brookfield Class A Shares of which less than all are exchanged), promptly after the Expiration Time or the date of withdrawal of the Brookfield Class A Shares, without expense to the Brookfield Shareholder. In the case of Brookfield Class A Shares tendered through book-entry transfer into the Depositary’s account at DTC or CDS, the Brookfield Class A Shares will be credited to the appropriate account maintained by the tendering Brookfield Shareholder at DTC or CDS, as applicable, without expense to the Brookfield Shareholder.

Determination of Validity, Rejection; Waiver of Defects; No Obligation to Give Notice of Defect

All questions as to the number of Brookfield Class A Shares to be taken up and exchanged, the number of Shares to be paid in consideration thereof, the form of documents and the validity, eligibility (including time of receipt) and acceptance for payment of any tender of Brookfield Class A Shares will be determined by Brookfield Reinsurance, in its sole discretion, which determination will be final and binding on all parties, except as otherwise finally determined in a subsequent judicial proceeding in a court of competent jurisdiction or as required by law. Brookfield Reinsurance reserves the absolute right to reject any or all tenders of Brookfield Class A Shares determined by them in its sole discretion not to be in proper form or not completed in accordance with the instructions set forth herein and in the related Letter of Transmittal or the acceptance for payment of, or payment for, which may, in the opinion of Brookfield Reinsurance’s counsel, be unlawful. Brookfield Reinsurance also reserves the absolute right to waive any defect or irregularity in the tender of any particular Brookfield Class A Shares, in each case prior to the Expiration Time. Unless waived, any defects or irregularities in connection with tenders must be cured within such time as Brookfield Reinsurance shall determine. No individual tender of Brookfield Class A Shares will be deemed to be properly made until all defects and irregularities have been cured or waived. Brookfield Reinsurance will not be liable for failure to waive any condition of the Offer or any defect or irregularity in any tender of Brookfield Class A Shares. None of Brookfield Reinsurance, Brookfield Corporation, the Depositary or any other person will be obligated to give notice of defects or irregularities in tenders, nor shall any of them incur any liability for failure to give any such notice. Brookfield Reinsurance’s interpretation of the terms and conditions of the Offer (including the related Letter of Transmittal and the Notice of Guaranteed Delivery) will be final and binding, except as otherwise finally determined in a subsequent judicial proceeding in a court of competent jurisdiction or as required by law. Under the Support Agreement, Brookfield Corporation has the right to consent to any issuance of exchangeable shares. Brookfield Corporation has consented to the issuance of class A-1 exchangeable shares (which are convertible into class A exchangeable shares and exchangeable into Brookfield Class A Shares), and has approved the making of the Offer, and has no further consent rights relating to the making or conduct of the Offer. Brookfield Corporation has also approved the creation and issuance of the Brookfield Class A Shares issuable on exchange of the class A-1 exchangeable shares (including any exchange of class A exchangeable shares issuable on conversion of the class A-1 exchangeable shares).

Formation of Agreement; Prohibition on “Short” Tenders

SEC Form F-4/A filed by Brookfield Asset Management Reinsurance Partners Ltd. (Amendment)